UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~FORM~~SECURITIES ~~10-K~~AND EXCHANGE COMMISSION

~~ANNUAL~~Washington, ~~REPORT~~D.C. ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~20549

~~For~~FORM ~~the Fiscal Year Ended December 31, 2010~~10-K

~~Commission~~ANNUAL ~~File~~REPORT ~~Number~~PURSUANT ~~1-9516~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~ICAHN~~For ~~ENTERPRISES~~the ~~HOLDINGS~~Fiscal ~~L.P.~~Year Ended December 31, 2015

(Exact Name of Registrant as Specified in Its Charter)



(Commission File Number)	(Exact Name of Registrant as Specified in Its Charter) (Address of Principal Executive Offices) (Zip Code) (Telephone Number)	(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
001-09516	ICAHN ENTERPRISES L.P.	Delaware	13-3398766
	767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300

333-118021-01	ICAHN ENTERPRISES HOLDINGS L.P.	Delaware	13-3398767
	767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300

Delaware		13-3398767
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Securities registered pursuant to Section 12(b) of the Act:

~~767~~Title ~~Fifth~~of ~~Avenue,~~Each ~~Suite~~Class ~~4700~~Name ~~New~~of ~~York,~~Each NYExchange ~~10153~~on Which Registered Depositary Units of Icahn Enterprises L.P. Representing Limited Partner Interests NASDAQ Global Select Market

~~(Address~~Securities ofregistered ~~Principal~~pursuant ~~Executive~~to ~~Offices)~~Section 12(~~Zip Code~~g) of the Act: None

~~(212)~~Indicate ~~702~~by check mark if the registrant is a well-~~4300~~known seasoned issuer, as defined by Rule 405 of the Securities Act.

~~(Registrant’s~~Icahn ~~Telephone~~Enterprises ~~Number,~~L.P. Yes ~~Including~~x ~~Area~~No ~~Code)~~o Icahn Enterprises Holdings L.P. Yes o No x

~~Securities~~Indicate ~~registered~~by check mark if the registrant is not required to file reports pursuant to Section 1213 or 15(bd) of the ~~Act:~~Exchange ~~None~~ Act.

~~Securities~~Icahn ~~registered~~Enterprises ~~pursuant~~L.P. Yes too ~~Section~~No ~~12(g)~~x Icahn ofEnterprises ~~the~~Holdings ~~Act:~~L.P. Yes ~~None~~o No x

Indicate by check mark ifwhether the registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to be filed by ~~Rule~~Section ~~405~~13 or 15(d) of the Securities Exchange Act. ~~Yes~~of o1934 Noduring xthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Indicate~~Icahn byEnterprises ~~check~~L.P. Yes ~~mark~~x ifNo ~~the~~o Icahn ~~registrant~~Enterprises isHoldings ~~not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act~~L. P. Yes ox No x o

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). ~~Yes x No o~~

~~Indicate~~Icahn byEnterprises ~~check~~L.P. Yes ~~mark~~x ifNo ~~disclosure~~o Icahn ofEnterprises ~~delinquent~~Holdings filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-KL.P. Yes x No o

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of isdelinquent afilers ~~large~~pursuant ~~accelerated~~to ~~filer,~~Item an405 ~~accelerated~~of ~~filer,~~Regulation ~~a non~~S-~~accelerated~~K ~~filer~~is ornot acontained ~~smaller~~herein, ~~reporting~~and ~~company.~~will ~~See~~not ~~definition~~be ofcontained, ~~“large~~to ~~accelerated~~the ~~filer~~best of registrant's knowledge,” ~~“accelerated~~in ~~filer”~~definitive ~~and~~proxy ~~“smaller~~or ~~reporting~~information ~~company”~~statements incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Exchange~~Form ~~Act~~10-K ~~(Check~~or ~~One):~~any amendment to this Form 10-K. x

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check omark ~~Accelerated~~whether ~~Filer~~the oregistrant ~~Non~~is a large accelerated filer, an accelerated filer, a non-accelerated ~~Filer~~filer xor ~~Smaller~~a smaller reporting company. oSee definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

~~Indicate~~Icahn byEnterprises ~~check~~L.P. ~~mark~~Icahn ~~whether~~Enterprises ~~the~~Holdings ~~registrant~~L.P. isLarge aAccelerated ~~shell~~Filer ~~company~~x ~~(as~~Accelerated ~~defined~~Filer ino ~~Rule~~Large ~~12b~~Accelerated Filer o Accelerated Filer o Non-2accelerated ofFiler ~~the~~o ~~Exchange~~Smaller ~~Act).~~Reporting ~~Yes~~Company o NoNon-accelerated Filer x Smaller Reporting Company o

~~TABLE~~Indicate OFby ~~CONTENTS~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~ICAHN~~Icahn ~~ENTERPRISES~~Enterprises ~~HOLDINGS~~L.P. Yes o No x Icahn Enterprises Holdings L.P. Yes o No x

~~TABLE~~The OFaggregate ~~CONTENTS~~market value of Icahn Enterprises' depositary units held by non-affiliates of the registrant as of June 30, 2015, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing price of depositary units on the New York Stock Exchange Composite Tape on such date was $1,245 million.

	Page No.
PART I
Item 1.Business		1
Item 1A.Risk Factors		20
Item 1B.Unresolved Staff Comments		60
Item 2.Properties		60
Item 3.Legal Proceedings		61
Item 4.Submission of Matters to a Vote of Security Holders		64
PART II
Item 5.Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities		65
Item 6.Selected Financial Data		66
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations		67
Item 7A.Quantitative and Qualitative Disclosures about Market Risk		101
Item 8.Financial Statements and Supplementary Data		104
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		190
Item 9A.Controls and Procedures		190
Item 9B.Other Information		190
PART III
Item 10.Directors, Executive Officers and Corporate Governance		191
Item 11.Executive Compensation		196
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters		213
Item 13.Certain Relationships and Related Transactions, and Director Independence		214
Item 14.Principal Accountant Fees and Services		218
PART IV
Item 15.Exhibits and Financial Statement Schedules		219

As of February 29, 2016, there were 131,481,059 of Icahn Enterprises' depositary units outstanding.

i ICAHN ENTERPRISES L.P.

~~TABLE~~ICAHN OFENTERPRISES ~~CONTENTS~~HOLDINGS L.P.

~~PART~~TABLE IOF CONTENTS

Item 1. Business.



		Page No.
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	23
Item 1B.	Unresolved Staff Comments	92
Item 2.	Properties	92
Item 3.	Legal Proceedings	94
Item 4.	Mine Safety Disclosures	95

	PART II
Item 5.	Market for Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities	96
Item 6.	Selected Financial Data	97
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	100
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	133
Item 8.	Financial Statements and Supplementary Data	138
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	231
Item 9A.	Controls and Procedures	231
Item 9B.	Other Information	233

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	234
Item 11.	Executive Compensation	238
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters	243
Item 13.	Certain Relationships and Related Transactions, and Director Independence	244
Item 14.	Principal Accountant Fees and Services	249

	PART IV
Item 15.	Exhibits and Financial Statement Schedules	250

~~Business~~ ~~Overview~~i

~~Icahn~~EXPLANATORY Enterprises Holdings L.P., or Icahn Enterprises Holdings, is a limited partnership formed in Delaware on February 17, 1987. As of December 31, 2010, we are a diversified holding company owning subsidiaries engaged in the following continuing operating businesses: Investment Management, Automotive, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion. NOTE

~~Our~~This ~~sole~~Annual ~~limited~~Report ~~partner~~on isForm ~~Icahn~~10-K ~~Enterprises~~(this ~~L.P.,~~"Report") oris ~~Icahn Enterprises,~~ a ~~Delaware~~joint ~~master~~report ~~limited~~being ~~partnership~~filed ~~which~~by ~~owns a 99% limited partner interest in us.~~ Icahn Enterprises GL.P. ~~Inc.,~~and or Icahn Enterprises ~~GP,~~Holdings ~~our~~L.P. Each ~~sole~~registrant 1%hereto ~~general~~is ~~partner,~~filing ison aits ~~Delaware~~own ~~corporation~~behalf ~~which~~all isof ~~owned~~the ~~and~~information ~~controlled~~contained byin ~~Carl~~this C.Report ~~Icahn.~~that ~~References~~relates to ~~“we,”~~such ~~“our,”~~registrant. Each orregistrant ~~“us”~~hereto ~~herein~~is ~~include~~not ~~Icahn~~filing ~~Enterprises~~any ~~Holdings~~information ~~and~~that ~~its~~does ~~subsidiaries,~~not ~~unless~~relate ~~the~~to ~~context~~such ~~otherwise~~registrant, ~~requires.~~and ~~References~~therefore tomakes ~~“Icahn~~no ~~Enterprises~~representation ~~Holdings”~~as ~~refer~~ to ~~Icahn~~any ~~Enterprises~~such ~~Holdings only, on an unconsolidated basis~~information.

AsPART noted above, we conduct our operations through various continuing operating businesses. Segment and geographic information for our continuing operating businesses as of December 31, 2010 and 2009 and for each of the three years ended December 31, 2010 is presented in Note 15, “Segment and Geographic Reporting,” to the consolidated financial statements, included in Item 8 of this Annual Report on Form 10-K. I

~~Reporting~~Item ~~Status~~1. Business.

OnBusiness January 15, 2010, Icahn Enterprises, as issuer, and Icahn Enterprises Finance Corp., or Icahn Enterprises Finance, as co-issuer (referred to collectively as the Issuers), issued $850 million aggregate principal amount of 7.75% senior unsecured notes due 2016, or the 2016 Notes, and $1,150 million aggregate principal amount of 8% senior unsecured notes due 2018, or the 2018 Notes, in a private placement not registered under the Securities Act of 1933, as amended, or the Securities Act. The 2016 Notes and the 2018 Notes issued on January 15, 2010 are collectively referred to as the Initial New Notes. The Initial New Notes were issued pursuant to an indenture dated as of January 15, 2010 by the Issuers. The Issuers filed a registration statement on Form S-4 on April 16, 2010 with respect to the Initial New Notes, for which we were a registrant of guarantee, which went effective on June 21, 2010. Overview

OnIcahn ~~November~~Enterprises ~~12,~~L.P. ~~2010,~~(“Icahn ~~the~~Enterprises”) ~~Issuers~~is ~~issued~~a anmaster ~~additional~~limited ~~$200~~partnership ~~million~~formed ~~aggregate~~in ~~principal~~Delaware ~~amount~~on ofFebruary ~~the 2016 Notes~~17, ~~or the Additional 2016 Notes, and $300 million aggregate principal amount of the 2018 Notes, or the Additional 2018 Notes in a private placement not registered under the Securities Act~~1987. ~~The~~Icahn ~~Additional~~Enterprises ~~2016~~Holdings ~~Notes and the Additional 2018 Notes are collectively referred to as the Additional New Notes~~L.P. ~~The~~(“Icahn ~~Initial~~Enterprises ~~New~~Holdings”) ~~Notes~~is ~~and~~a ~~the~~limited ~~Additional~~partnership ~~New~~formed ~~Notes~~in ~~are~~Delaware ~~collectively~~on ~~referred~~February to17, ~~as the New Notes~~1987. ~~The~~References ~~Additional New Notes were issued pursuant~~ to ~~the purchase agreement~~"we," ~~dated~~"our" ~~November 8, 2010,~~ or ~~the~~"us" ~~Additional~~herein ~~Notes~~include ~~Purchase~~both ~~Agreement,~~Icahn by Enterprises and ~~among~~Icahn ~~the~~Enterprises ~~Issuers.~~Holdings ~~The Additional New Notes constitute the same series of securities as the Initial New Notes for purposes of the indenture governing the notes~~ and ~~will~~their vote together on all matters with such series. The Additional New Notes have substantially identical terms as the Initial New Notes. The Issuers filed a registration statement on Form S-4 on December 3subsidiaries, ~~2010~~unless ~~with respect to~~ the ~~Additional~~context ~~New~~otherwise ~~Notes, for which we were a registrant of guarantee, which went effective on December 29, 2010~~requires.

~~This~~Icahn ~~Annual~~Enterprises ~~Report~~owns ona ~~Form~~99% ~~10-K~~limited ispartner ~~being~~interest ~~filed~~ in ~~accordance~~Icahn ~~with~~Enterprises ~~Section~~Holdings. 15Icahn Enterprises G.P. Inc. (d“Icahn Enterprises GP”), ofwhich ~~the~~is ~~Securities~~owned ~~Exchange~~and ~~Act~~controlled ofby ~~1934,~~Mr. asCarl ~~amended~~C. Icahn, orowns ~~the~~a ~~Exchange~~1% ~~Act,~~general aspartner ainterest ~~result~~in each of ~~the~~Icahn ~~filing~~Enterprises ofand ~~registration~~Icahn ~~statements~~Enterprises onHoldings. ~~Form~~Icahn ~~S-4~~Enterprises ~~noted~~Holdings ~~above.~~and Atits ~~December~~subsidiaries ~~31,~~own ~~2010,~~substantially ~~there~~all ~~were~~of ~~fewer~~our ~~than~~assets ~~300~~and ~~holders~~liabilities and conduct substantially all of ~~record~~our ~~relating~~operations. toTherefore, the ~~New~~financial ~~Notes.~~results Asof aIcahn ~~result,~~Enterprises onand ~~January~~Icahn 6Enterprises Holdings are substantially the same, ~~2011~~with differences relating primarily to debt, weas ~~filed~~discussed afurther ~~suspension~~in ofNote ~~duty~~10, "Debt," to ~~file~~the ~~reports~~consolidated ~~under~~financial ~~Section~~statements, ~~15(d)~~and to the allocation of the ~~Exchange~~general ~~Act~~partner oninterest, ~~Form~~which 15is toreflected ~~notify~~as ~~the~~an ~~Securities~~aggregate ~~and~~1.99% ~~Exchange~~general ~~Commission,~~partner orinterest ~~SEC,~~in ~~that~~the ~~our~~financial ~~future~~statements ~~reporting~~of ~~obligations~~Icahn ~~pursuant~~Enterprises. In addition to ~~Section~~the ~~15(d)~~above, as of ~~the~~February 29, ~~Exchange~~2016, ~~Act~~Mr. ~~will~~Icahn beand ~~suspended~~his affiliates owned 117,033,818, or approximately 89.0%, of Icahn Enterprises' outstanding depositary units.

~~Business~~Mr. ~~Strategy~~Icahn's estate has been designed to assure the stability and continuation of Icahn Enterprises with no need to monetize his interests for estate tax or other purposes. In the event of Mr. Icahn's death, control of Mr. Icahn's interests in Icahn Enterprises and its general partner will be placed in charitable and other trusts under the control of senior Icahn Enterprises executives and family members.

We ~~believe~~are ~~that~~a ~~our~~diversified ~~core~~holding ~~strengths~~company ~~include~~owning subsidiaries currently engaged in the following continuing operating businesses: ~~identifying~~Investment, Automotive, Energy, Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and ~~acquiring~~Home ~~undervalued~~Fashion. ~~assets~~Segment and ~~businesses,~~geographic ~~often~~information ~~through~~for ~~the~~our ~~purchase~~reporting segments, as of ~~distressed~~December 31, ~~securities;~~2015 ~~increasing~~and ~~value~~2014 ~~through~~and ~~management~~for each of the three years ended December 31, ~~financial~~2015 oris ~~other~~presented ~~operational~~in ~~changes;~~Note ~~and~~13, ~~managing~~“Segment ~~complex~~and ~~legal~~Geographic Reporting,” ~~regulatory~~to orthe consolidated financial ~~issues~~statements, ~~which~~included ~~may~~in ~~include~~Item ~~bankruptcy~~8 orof ~~insolvency~~this Report. Also, ~~environmental~~refer to Note 3, ~~zoning~~“Operating Units,” ~~permitting~~for ~~and~~additional ~~licensing~~information ~~issues.~~for each of our reporting segments.

1Business Strategy and Core Strengths

~~TABLE~~The OFIcahn ~~CONTENTS~~Strategy

~~The~~Across ~~key~~all ~~elements~~ of our ~~business~~businesses, ~~strategy~~our ~~include~~success ~~the~~is ~~following~~based on a simple formula: we seek to find undervalued companies in the Graham & Dodd tradition, a methodology for valuing stocks that primarily looks for deeply depressed prices. However, while the typical Graham & Dodd value investor purchases undervalued securities and waits for results, we often become actively involved in the companies we target. That activity may involve a broad range of approaches, from influencing the management of a target to take steps to improve shareholder value, to acquiring a controlling interest or outright ownership of the target company in order to implement changes that we believe are required to improve its business, and then operating and expanding that business. This activism has brought about very strong returns over the years.

~~Capitalize~~Today, onwe ~~Growth~~are ~~Opportunities~~a diversified holding company owning subsidiaries engaged in ~~our~~the ~~Existing~~following ~~Businesses~~operating businesses: Investment, Automotive, Energy, Metals, Railcar, Mining, Gaming, Food Packaging, Real Estate and Home Fashion. We ~~believe~~Through ~~that~~our Investment segment, as of December 31, 2015, we have ~~developed~~significant apositions ~~strong~~in ~~portfolio~~various ofinvestments, ~~businesses~~which ~~with~~include ~~experienced~~American ~~management~~International ~~teams~~Group (AIG), Apple Inc. We(AAPL), ~~may~~Cheniere ~~expand~~Energy, ~~our~~Inc. ~~existing~~(LNG), ~~businesses~~Chesapeake ifEnergy ~~appropriate~~(CHK), ~~opportunities~~Freeport-McMoRan ~~are~~Inc. ~~identified~~(FCX), asGannett ~~well~~Co., asInc. ~~use~~(GCI), ~~our~~Herbalife ~~established~~Ltd. ~~businesses~~(HLF), asHertz aGlobal ~~platform~~Holdings, ~~for~~Inc. ~~additional~~(HTZ), ~~acquisitions~~Hologic inInc. ~~the~~(HOLX), ~~same~~Nuance orCommunications, ~~related~~Inc. ~~areas~~(NUAN), Navistar International Corp. (NAV), PayPal Holdings, Inc. (PYPL), Tegna Inc. (TGNA), Transocean Ltd. (RIG), Mentor Graphics Corporation (MENT), Manitowoc Company Inc. (MTW), Seventy Seven Energy Inc. (SSE) and Xerox Corporation (XRX).

~~Actively~~Several ~~Manage~~of ~~Our Businesses. We continually evaluate~~ our operating businesses ~~with~~started aout ~~view~~as ~~towards~~investment ~~maximizing~~positions ~~value.~~in Indebt ~~each~~or ofequity ~~our businesses~~securities, weheld ~~assemble~~either ~~senior~~directly ~~management~~by ~~teams~~our ~~with~~Investment ~~the~~segment ~~expertise~~or toMr. ~~run their businesses and we give management specific operating objectives that they must achieve~~Icahn. WeThose ~~have~~positions ~~significant~~ultimately ~~experience~~resulted in ~~assisting~~control ~~our~~or ~~management~~complete ~~teams~~ownership inof ~~rationalizing~~the ~~cost~~target structure and implementing cost efficiencies and value enhancements for sourcing, procurement, insurance, human resources and risk management (including hedging, among other activities). We bring an owner’s perspective to our operating businesses, and we hold management accountable for performance.

Seek to Acquire Undervalued Assets. We intend to continue to make investments in businesses that we believe are undervalued and have potential for growth. We also seek to capitalize on investment opportunities arising from market inefficiencies, economic or market trends that have not been identified and reflected in market value, or complex or special situations. Certain opportunities may arise from companies that experience disappointing financial results, liquidity or capital needs, lowered credit ratings, revised industry forecasts or legal complications. We may acquire businesses or assets directly or we may establish an ownership position through the purchase of debt or equity securities in the open market or in privately negotiated transactions. 1

~~Acquisition~~company. ofIn ~~Tropicana~~2012, ~~Entertainment~~we acquired a controlling interest in CVR Energy, Inc. (‘‘CVR’’) which started out as a position in our Investment segment and is now an operating subsidiary that comprises our Energy segment.

OnAs ~~March~~of 8December 31, ~~2010~~2015, ~~Tropicana~~based ~~Entertainment~~on ~~Inc., or Tropicana, completed~~ the ~~acquisition~~closing ofsale ~~certain~~price ~~assets~~ of ~~its~~CVR ~~predecessor,~~stock ~~Tropicana Entertainment, LLC~~ and ~~certain~~distributions ~~subsidiaries~~since ~~and~~we ~~affiliates~~acquired ~~thereof (together~~control, ~~referred~~we tohad asa ~~the~~gain ~~Predecessors)~~of asapproximately ~~well~~$2.2 asbillion. ~~certain~~The ~~assets~~acquisition of ~~Tropicana Resort and Casino-Atlantic City~~CVR, orlike ~~Tropicana~~our ~~AC.~~other ~~Such~~operating ~~transactions~~subsidiaries, ~~referred~~reflects toour asopportunistic ~~the~~approach ~~“Restructuring Transactions,” were effected pursuant~~ to ~~the~~value ~~Joint Plan of Reorganization of Tropicana Entertainment and Certain of Its Debtor Affiliates under Chapter 11 of the Bankruptcy Code~~creation, ~~filed~~through ~~with~~which ~~the~~returns ~~United~~may ~~States~~be ~~Bankruptcy~~obtained ~~Court for the District of Delaware on January 8~~by, ~~2009,~~among asother ~~amended~~things, orpromoting ~~the~~change ~~Plan.~~through ~~Prior~~minority topositions ~~the~~at ~~Restructuring~~targeted ~~Transactions,~~companies ~~the~~in ~~Investment~~our ~~Funds (as defined below under “~~Investment ~~Management”)~~segment ~~held~~or ~~positions~~by inacquiring ~~certain~~control ~~debt securities and instruments~~ of ~~the~~those ~~Predecessors.~~target Ascompanies athat ~~result~~we ofbelieve ~~the~~we ~~Restructuring~~could ~~Transactions~~run ~~and~~more ~~pursuant~~profitably ~~to the Plan, the Investment Funds received a combined amount of 11,880,021 shares of Tropicana common stock~~ourselves.

In ~~addition~~2000, inwe ~~connection~~began ~~with~~to ~~Tropicana’s~~expand ~~completion~~our ofbusiness ~~the~~beyond ~~Restructuring~~our ~~Transactions,~~traditional itreal ~~entered~~estate ~~into a credit agreement~~activities, ~~dated~~and asto offully ~~December~~embrace ~~29,~~our ~~2009,~~activist ~~or the Exit Facility~~strategy. ~~The~~On ~~Investment~~January ~~Funds~~1, ~~are lenders under the Exit Facility and~~2000, in the ~~aggregate,~~closing ~~hold~~sale ~~over~~price ~~50%~~ of ~~the~~our ~~loans~~depositary ~~under~~units ~~the~~was ~~Exit Facility~~$7.625 ~~Furthermore,~~per ~~Icahn~~depositary ~~Agency~~unit. ~~Services~~On ~~LLC~~December 31, ~~our indirect subsidiary~~2015, isour ~~the~~depositary ~~administrative~~units ~~agent~~closed ~~under~~at ~~the~~$61.30 ~~Exit~~per ~~Facility.~~depositary ~~Pursuant~~unit, torepresenting ~~the~~an ~~terms~~increase of ~~the~~approximately ~~Exit Facility~~1,024% ~~the~~since ~~lenders~~January 1, 2000 (including ~~the~~reinvestment ~~Investment~~of ~~Funds,~~distributions ~~were~~into ~~issued~~additional ~~warrants~~depositary tounits ~~purchase~~and ~~shares~~taking ofinto ~~Tropicana~~account ~~common~~in-kind ~~stock,~~distributions orof ~~the~~depositary ~~Warrants~~units). OnComparatively, ~~March~~the 9,S&P ~~2010~~500, ~~the~~Dow ~~Investment~~Jones ~~Funds~~Industrial ~~exercised their~~and ~~Warrants~~Russell in2000 ~~their~~indices ~~entirety~~increased approximately 89%, 122% and ~~received~~178%, anrespectively, ~~additional~~over ~~aggregate~~the ~~amount~~same ofperiod ~~784,158~~(including ~~shares~~reinvestment of ~~Tropicana~~distributions ~~common~~into ~~stock~~those indices).

OnDuring ~~November~~the ~~15,~~next ~~2010~~several years, ~~the~~we ~~Investment~~see ~~Funds~~a ~~acquired~~favorable opportunity to follow an ~~additional~~activist ~~668,000~~strategy ~~shares~~that ofcenters ~~Tropicana~~on ~~common~~the ~~stock,~~purchase ~~resulting~~of intarget stock and the ~~Investment~~subsequent ~~Funds~~removal ~~holding~~of any barriers that might interfere with a friendly purchase offer from a strong buyer. Alternatively, in ~~the~~appropriate ~~aggregate~~circumstances, ~~13,538,446~~we ~~shares~~or ofour ~~Tropicana~~subsidiaries ~~common~~may ~~stock~~become the buyer of target companies, oradding ~~51.5%~~them to our portfolio of ~~the~~operating ~~outstanding~~subsidiaries, ~~shares~~thereby expanding our operations through such opportunistic acquisitions. AsWe abelieve ~~result,~~that the companies that we ~~are~~target ~~required~~for toour ~~consolidate~~activist ~~Tropicana’s~~activities ~~financial~~are ~~results~~undervalued ~~effective~~for ~~November~~many 15reasons, ~~2010~~often including inept management. ~~Prior~~Unfortunately tofor ~~this~~the ~~latest~~individual ~~share~~investor, ~~acquisition~~in particular, and the ~~Investment~~economy, ~~Funds~~in ~~held~~general, amany ~~48.9%~~poor ~~equity~~management ~~interest~~teams inare ~~Tropicana.~~often unaccountable and very difficult to remove.

2Unlike the individual investor, we have the wherewithal to purchase companies that we feel we can operate more effectively than incumbent management. In addition, through our Investment segment, we are in a position to pursue our activist strategy by purchasing stock or debt positions and trying to promulgate change through a variety of activist approaches, ranging from speaking and negotiating with the board and CEO to proxy fights, tender offers and taking control. We work diligently to enhance value for all shareholders and we believe that the best way to do this is to make underperforming management teams and boards accountable or to replace them.

~~TABLE~~The OFChairman ~~CONTENTS~~of the Board of our general partner, Carl C. Icahn, has been an activist investor since 1980. Mr. Icahn believes that the current environment continues to be conducive to activism. Many major companies have substantial amounts of cash. We believe that they are hoarding cash, rather than spending it, because they do not believe investments in their business will translate to earnings.

~~Investment~~We ~~Management~~believe that one of the best ways for many cash-rich companies to achieve increased earnings is to use their large amounts of excess cash, together with advantageous borrowing opportunities, to purchase other companies in their industries and take advantage of the meaningful synergies that could result. In our opinion, the CEOs and Boards of Directors of undervalued companies that would be acquisition targets are the major road blocks to this logical use of assets to increase value, because we believe those CEOs and boards are not willing to give up their power and perquisites, even if they have done a poor job in administering the companies they have been running. In addition, acquirers are often unwilling to undertake the arduous task of launching a hostile campaign. This is precisely the situation in which a strong activist catalyst is necessary.

~~Background~~We believe that the activist catalyst adds value because, for companies with strong balance sheets, acquisition of their weaker industry rivals is often extremely compelling financially. We further believe that there are many transactions that make economic sense, even at a large premium over market. Acquirers can use their excess cash, that is earning a very low return, and/or borrow at the advantageous interest rates now available, to acquire a target company. In either case, an acquirer can add the target company’s earnings and the income from synergies to the acquirer’s bottom line, at a relatively low cost. But for these potential acquirers to act, the target company must be willing to at least entertain an offer. We believe that often the activist can step in and remove the obstacles that a target may seek to use to prevent an acquisition.

OnIt ~~August~~is 8,our ~~2007,~~belief wethat ~~acquired~~our ~~the~~strategy ~~partnership~~will ~~interests~~continue ~~consisting~~to ofproduce ~~the~~strong ~~general~~results ~~partnership~~into ~~interests in Icahn Onshore LP, or~~ the ~~Onshore GP~~future, and ~~Icahn~~that ~~Offshore~~belief ~~LP,~~is orreflected ~~the~~in ~~Offshore GP, and together with~~ the ~~Onshore~~action ~~GP,~~of the ~~General~~board ~~Partners,~~of ~~acting~~directors ~~as general partners~~ of ~~Icahn~~our ~~Partners~~general LPpartner, orwhich ~~the~~announced ~~Onshore Fund, and the Offshore Master Funds (as defined below). The General Partners are managed and controlled by Mr. Icahn. Additionally, we acquired the general partnership interest~~ in ~~Icahn~~March ~~Capital Management LP~~2014, ora ~~New~~decision ~~Icahn~~to ~~Management.~~modify ~~The~~our ~~General~~distribution ~~Partners~~policy ~~provide investment advisory and certain administrative and back office services~~ to ~~the~~increase ~~Private Funds~~our ~~(as~~annual ~~defined~~distribution ~~below) but do not provide such services~~ to ~~any~~$6.00 ~~other~~per ~~entities,~~depositary ~~individuals or accounts~~unit. ~~Interests~~We inbelieve that the ~~Private~~strong ~~Funds~~cash ~~are~~flow ~~offered only to certain sophisticated~~ and ~~qualified~~asset ~~investors~~coverage ~~on the basis of exemptions~~ from ~~the~~our ~~registration~~operating ~~requirements~~segments ofwill ~~the~~allow ~~federal~~us ~~securities~~to ~~laws~~maintain ~~and~~a ~~are~~strong ~~not~~balance ~~publicly~~sheet ~~available. The General Partners may receive special profits interest allocations~~ and ~~incentive~~ample ~~allocations from the Private Funds~~liquidity.

AsIn ~~referred~~our toview ~~herein,~~Icahn ~~the~~Enterprises ~~Offshore~~is ~~Master~~in ~~Funds~~a ~~consist~~virtuous ofcycle. ~~(i)~~We ~~Icahn~~believe ~~Partners~~that ~~Master~~our ~~Fund~~depositary LPunits will give us another powerful activist tool, ~~(ii)~~allowing ~~Icahn~~us ~~Partners~~both ~~Master~~to ~~Fund~~use IIour ~~L.P.~~depositary units as currency for tender offers and acquisitions (~~iii~~both hostile and friendly) ~~Icahn~~where ~~Partners~~appropriate. ~~Master~~All ~~Fund~~of ~~III~~these ~~L.P.~~factors ~~The~~will, ~~Onshore~~in ~~Fund~~our ~~and~~opinion, ~~the~~contribute ~~Offshore~~to ~~Master~~making ~~Funds~~our ~~are~~activism ~~collectively~~even ~~referred~~more efficacious, which we expect to ~~herein~~enhance asour ~~the~~results ~~Investment~~and ~~Funds~~stock value.

The General Partners also act as general partner of a fund formed as a Cayman Islands exempted limited partnership that invests in the Offshore Master Funds. This fund, together with other funds that also invest in the Offshore Master Funds, are collectively referred to herein as the Feeder Funds. The Feeder Funds and the Investment Funds are collectively referred to herein as the Private Funds. As referred to and discussed below, the Feeder Funds include, but are not limited to, Icahn Fund Ltd., Icahn Fund II Ltd. and Icahn Fund III Ltd. 2

AsCore more fully described in a letter to our investors in the Private Funds filed with the SEC on Form 8-K on March 7, 2011, we have determined to return all fee-paying capital to our investors. Payments will be funded through cash on hand and borrowings under existing credit lines, not through the sale of securities held by the Private Funds. Strengths

~~Strategy~~We believe that our core strengths include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues.

The ~~investment~~key ~~strategy~~elements of ~~the~~our ~~General~~business ~~Partners~~strategy isinclude ~~set~~the and led by Mr. Icahn. The Private Funds seek to acquire securities in companies that trade at a discount to inherent value as determined by various metrics, including replacement cost, break-up value, cash flow and earnings power and liquidation value. following:

~~The~~Capitalize ~~General~~on ~~Partners~~Growth ~~utilize~~Opportunities ain ~~process-oriented,~~our ~~research-intensive,~~Existing ~~value-based investment approach~~Businesses. We ~~This~~believe ~~approach~~that ~~generally~~we ~~involves~~have ~~three~~developed ~~critical~~a ~~steps:~~strong ~~(i)~~portfolio ~~fundamental~~of ~~credit,~~businesses ~~valuation~~with ~~and~~experienced ~~capital~~management ~~structure~~teams. ~~analysis;~~We ~~(ii)~~may ~~intense~~expand ~~legal~~our ~~and~~existing ~~tax~~businesses ~~analysis~~if ofappropriate ~~fulcrum~~opportunities ~~issues~~are ~~such~~identified, as ~~litigation~~well ~~and~~as ~~regulation~~use ~~that~~our ~~often~~established ~~affect~~businesses ~~valuation;~~as ~~and (iii) combined business valuation analysis and legal and tax review to establish~~ a ~~strategy~~platform for ~~gaining~~additional anacquisitions ~~attractive~~in ~~risk-adjusted~~the ~~investment~~same ~~position. This approach focuses on exploiting market dislocations~~ or ~~misjudgments~~related that may result from market euphoria, litigation, complex contingent liabilities, corporate malfeasance and weak corporate governance, general economic conditions or market cycles and complex and inappropriate capital structuresareas.

~~The~~Drive ~~Private~~Accountability ~~Funds~~and ~~are~~Financial ~~often~~Discipline ~~activist~~in ~~investors~~the ~~ready~~Management toof ~~take~~our ~~the~~Business. Our ~~steps~~Chief ~~necessary~~Executive toOfficer ~~seek~~is accountable directly to ~~unlock~~our ~~value~~board of directors, including ~~tender~~the ~~offers~~Chairman, ~~proxy contests~~ and ~~demands~~has ~~for~~day-to-day ~~management~~responsibility, ~~accountability.~~in ~~The~~consultation ~~Private~~with ~~Funds~~our ~~may~~Chairman, ~~employ~~for ageneral ~~number~~oversight of ~~strategies~~our ~~and~~business ~~are~~segments. We ~~permitted~~continually toevaluate ~~invest~~our ~~across~~operating asubsidiaries ~~variety~~with ofa ~~industries~~view ~~and~~towards ~~types~~maximizing ofvalue ~~securities, including long~~ and ~~short~~cost ~~equities~~efficiencies, ~~long~~bringing ~~and~~an ~~short~~owner's ~~bonds,~~perspective ~~bank~~to ~~debt~~our ~~and~~operating ~~other~~businesses. ~~corporate~~In ~~obligations,~~each ~~options,~~of ~~swaps~~these ~~and other derivative instruments thereof~~businesses, ~~risk~~we ~~arbitrage~~assemble ~~and~~senior ~~capital~~management ~~structure~~teams ~~arbitrage~~with ~~and~~the ~~other~~expertise ~~special~~to ~~situations.~~run ~~The~~their ~~Private~~businesses ~~Funds~~and ~~invest~~boards ~~a material portion~~ of ~~their~~directors ~~capital~~to inoversee ~~publicly~~the ~~traded~~management ~~equity and debt securities~~ of ~~companies~~those ~~that~~businesses. Each ~~the~~management ~~General~~team ~~Partners~~is ~~believe~~responsible tofor ~~be undervalued by~~ the ~~marketplace.~~day-to-day ~~The~~operations ~~Private~~of ~~Funds~~their ~~sometimes~~businesses ~~take~~and ~~significant~~directly ~~positions~~accountable into ~~the~~its ~~companies~~board inof ~~which they invest~~directors.

3Seek to Acquire Undervalued Assets. We intend to continue to make investments in businesses that we believe are undervalued and have potential for growth. We also seek to capitalize on investment opportunities arising from market inefficiencies, economic or market trends that have not been identified and reflected in market value, or complex or special situations. Certain opportunities may arise from companies that experience disappointing financial results, liquidity or capital needs, lowered credit ratings, revised industry forecasts or legal complications. We may acquire businesses or assets directly or we may establish an ownership position through the purchase of debt or equity securities in the open market or in privately negotiated transactions.

~~TABLE~~Use OFActivism ~~CONTENTS~~to Unlock Value. As described above, we become actively involved in companies in which we invest. Such activism may involve a broad range of activities, from trying to influence management in a proxy fight, to taking outright control of a company in order to bring about the change we think is required to unlock value. The key is flexibility, permanent capital and the willingness and ability to have a long-term investment horizon.

~~Income~~Investment

In general, the results of our Investment Management segment are primarily driven by assets under management, or AUM, and the performance of the Investment Funds. Income from this segment is principally derived from three sources: (1) special profits interest allocations; (2) incentive allocations; and (3) gains and losses from our interests in the Investment Funds. Background

~~Prior~~Our toInvestment ~~July~~segment 1,is ~~2009,~~comprised ~~incentive~~of ~~allocations~~various ~~were~~private ~~generally~~investment ~~25%~~funds, ofincluding ~~the~~Icahn ~~net~~Partners ~~profits~~L.P. (~~both~~"Icahn ~~realized~~Partners"), ~~and~~Icahn ~~unrealized)~~Partners ~~generated~~Master byFund ~~the~~LP, ~~Investment~~Icahn ~~Funds~~Partners ~~and~~Master ~~are~~Fund ~~subject~~II toLP aand ~~“high~~Icahn ~~water~~Partners ~~mark”~~Master Fund III LP (~~whereby~~collectively, the ~~General~~"Master ~~Partners~~Funds", doand ~~not~~together ~~earn~~with ~~incentive~~Icahn ~~allocations~~Partners, ~~during~~the a"Investment ~~particular~~Funds"), ~~year~~through ~~even~~which ~~though~~we ~~the~~invest ~~fund~~our ~~had~~proprietary acapital. Effective ~~positive~~January ~~return~~1, in2014, ~~such~~Icahn ~~year~~Partners ~~until~~Master ~~losses~~Fund inII ~~prior~~LP ~~periods~~and ~~are~~Icahn ~~recovered).~~Partners ~~These~~Master ~~allocations~~Fund ~~are~~III ~~calculated~~LP ~~and~~were ~~distributed~~merged towith ~~the~~and ~~General~~into Icahn Partners. ~~annually~~We ~~other~~and ~~than~~certain ~~incentive~~of ~~allocations~~Mr. ~~earned~~Icahn's aswholly aowned ~~result~~affiliates ofare ~~investor~~the ~~redemption~~sole ~~events~~investors ~~during~~in ~~interim~~the ~~periods~~Investment Funds. Icahn ~~Beginning~~Onshore ~~July~~LP ~~1, 2009,~~ and ~~through~~Icahn ~~July~~Offshore 1,LP ~~2010~~(together, ~~all~~the ~~limited~~"General ~~partnership agreements~~Partners") ~~and~~act ~~offering~~as ~~memoranda~~the general partner of Icahn Partners and the ~~Private~~Master Funds, ~~(collectively~~respectively. The ~~referred~~General toPartners asprovide ~~the~~investment ~~Fund~~advisory ~~Documents)~~and ~~were~~certain ~~revised~~administrative and back office services to ~~provide~~the ~~Investors~~Investment ~~(as~~Funds ~~defined~~but ~~below)~~do ~~with~~not ~~various~~provide ~~new~~such ~~options~~services ~~for~~to ~~investments~~any inother ~~the~~entities, ~~Private~~individuals ~~Funds~~or ~~(each~~accounts. ~~referred~~Interests toin ~~herein~~the asInvestment anFunds ~~Option),~~are asnot ~~discussed~~offered ~~further~~to ~~below.~~outside investors.

The ~~General~~Investment ~~Partners~~Funds ~~and~~returned ~~their~~all ~~affiliates~~fee-paying ~~may~~capital ~~also~~to ~~earn income through~~ their ~~investments~~investors induring ~~the Investment Funds~~2011. InPayments ~~these~~were ~~cases,~~funded ~~the~~through ~~income~~cash ~~consists~~on ofhand ~~realized~~ and ~~unrealized~~borrowings ~~gains~~under ~~and~~existing ~~losses~~credit ~~on investment activities along with interest, dividends and other income~~lines.

~~The~~ Investment Fund Limited Partnership Agreements provide that, effective January 1, 2008, the applicable General Partner is eligible to receive a special profits interest allocation at the end of each calendar year from each capital account maintained at the Investment Fund that is attributable to, in the case of the Onshore Fund, each limited partner in the Onshore Fund and, in the case of the Feeder Funds, each investor in the Feeder Funds (excluding certain investors that are affiliates of Mr. Icahn) (each, an Investor). Prior to July 1, 2009, this allocation was generally equal to 0.625% of the balance in each fee-paying capital account as of the beginning of each quarter (for each Investor, the Target Special Profits Interest Amount) except that amounts are allocated to the General Partners in respect of special profits interest allocations only to the extent net increases (i.e., net profits) are allocated to an Investor for the fiscal year. Accordingly, any special profits interest allocations allocated to the General Partners in any year cannot exceed the net profits allocated to such Investor. In the event that sufficient net profits are not generated by an Investment Fund with respect to a capital account to meet the full Target Special Profits Interest Amount for an Investor for a calendar year, a special profits interest allocation will be made to the extent of such net profits, if any, and the shortfall will be carried forward (without interest or a preferred return) and added to the Target Special Profits Interest Amount determined for such Investor for the next calendar year. Appropriate adjustments will be made to the calculation of the special profits interest allocation for new subscriptions and withdrawals by Investors. In the event that an Investor redeems in full from a Feeder Fund or the Onshore Fund before the full targeted Target Special Profits Interest Amount determined for such Investor has been allocated to the General Partner in the form of a special profits interest allocation, the Target Special Profits Interest Amount that has not yet been allocated to the General Partner will be eliminated and the General Partner will not receive it. Strategy

AsThe ~~noted~~investment ~~above,~~strategy ~~beginning~~of ~~July 1, 2009, and through July 1, 2010,~~ the ~~Fund~~General ~~Documents~~Partners ~~were~~is ~~revised~~set ~~primarily~~and toled ~~provide~~by ~~Investors~~Mr. ~~with various new options for investments in the Private Funds~~Icahn. ~~Each~~The ~~Option~~Investment ~~has certain eligibility criteria for Investors and existing investors were permitted to roll over their investments made in the Private~~ Funds ~~prior~~seek to ~~the~~acquire ~~applicable~~securities Fund Documents being updated (“Pre-Election Investments”) into one or more of the new Options. For fee-paying investments, the special profits interest allocations range from 1.5% to 2.25% per annum and the incentive allocations range from 15% (in ~~some~~companies ~~cases~~that ~~subject~~trade toat a ~~preferred~~ ~~return)~~discount to ~~22%~~inherent ~~per~~value ~~annum.~~as ~~The~~determined ~~new~~by ~~Options~~various ~~also~~metrics, ~~have~~including ~~different~~replacement ~~withdrawal terms~~cost, ~~with certain Options being permitted to withdraw capital every six months (subject to certain limitations on aggregate withdrawals) and other Options being subject to three~~break-~~year rolling lock-~~up ~~periods~~value, ~~provided~~cash ~~that~~flow ~~early~~and ~~withdrawals~~earnings ~~are~~power ~~permitted~~and atliquidation ~~certain times with the payment to the Private Funds of a fee~~value. ~~For those Options with rolling lock-ups, the General Partners will not be entitled to receive an incentive allocation for a period of two years or longer.~~

4The General Partners utilize a process-oriented, research-intensive, value-based investment approach. This approach generally involves three critical steps: (i) fundamental credit, valuation and capital structure analysis; (ii) intense legal and tax analysis of fulcrum issues such as litigation and regulation that often affect valuation; and (iii) combined business valuation analysis and legal and tax review to establish a strategy for gaining an attractive risk-adjusted investment position. This approach focuses on exploiting market dislocations or misjudgments that may result from market euphoria, litigation, complex contingent liabilities, corporate malfeasance and weak corporate governance, general economic conditions or market cycles and complex and inappropriate capital structures.

~~TABLE OF CONTENTS~~3

The ~~economic~~Investment ~~and~~Funds ~~withdrawal~~are ~~terms~~often ofactivist ~~the~~investors ~~Pre-Election~~ready ~~Investments~~to ~~remain~~take the ~~same,~~steps ~~which~~necessary ~~include,~~to ~~for~~seek ~~most~~to ~~fee-paying~~unlock ~~Investors~~value, aincluding ~~special~~tender ~~profits~~offers, ~~interest~~proxy ~~allocation~~contests ofand ~~2.5%~~demands ~~per~~for ~~annum,~~management anaccountability. ~~incentive~~The ~~allocation~~Investment ofFunds ~~25%~~may ~~per~~employ ~~annum and~~ a ~~three-year~~number ~~lock-up~~of ~~period~~strategies ~~(or~~and ~~sooner,~~are ~~subject~~permitted to ~~the~~invest ~~payment~~across ofa anvariety ~~early~~of ~~withdrawal~~industries ~~fee).~~and ~~Certain~~types of ~~the~~securities, ~~Options~~including ~~preserve~~long ~~each~~and ~~Investor’s~~short ~~existing~~equities, ~~high~~long ~~watermark~~and ~~with~~short ~~respect~~bonds, tobank ~~its~~debt ~~rolled~~and ~~over~~other ~~Pre-Election~~corporate ~~Investments~~obligations, ~~and~~options, ~~one~~swaps ofand ~~the~~other ~~Options~~derivative ~~established~~instruments athereof, ~~hypothetical~~risk ~~high~~arbitrage ~~watermark~~and ~~for~~capital ~~new~~structure ~~capital~~arbitrage ~~invested~~and ~~before~~other ~~December~~special ~~31,~~situations. ~~2010~~The byInvestment ~~persons~~Funds ~~that~~invest ~~had~~a ~~Pre-Election~~material ~~Investments.~~portion Ifof antheir ~~Investor~~capital ~~does~~in ~~not~~publicly ~~roll~~traded ~~over~~equity ~~a Pre-Election~~and ~~Investment~~debt ~~into~~securities ~~another~~of ~~Option~~companies ~~when~~that itthe isGeneral ~~first~~Partners ~~eligible~~believe to dobe soundervalued ~~without~~by the ~~payment~~marketplace. ofThe aInvestment ~~withdrawal~~Funds ~~fee,~~often ~~the~~take ~~Private~~significant ~~Funds~~positions ~~will~~in ~~require~~the ~~such~~companies ~~Investor~~in towhich ~~withdraw~~they ~~such Pre-Election Investment~~invest.

The Investment Management segment waives the special profits interest allocation and incentive allocations for Mr. Icahn’s direct and indirect holdings and, in its sole discretion, may modify or may elect to reduce or waive such fees with respect to any shareholder that is an affiliate, employee or relative of Mr. Icahn or his affiliates, or for any other investor. Income

~~Lock-up~~Since April 1, 2011, the results of our Investment segment have primarily been driven by the performance of the Investment Funds and our interests therein; the General Partners no longer receive special profits interest allocations or incentive allocations. Prior to March 31, 2011, income from our Investment segment was principally derived from three sources: (1) special profits interest allocations; (2) incentive allocations; and (3) gains and losses from our interests in the Investment Funds.

~~Investors~~Prior ~~that invested in the Private Funds prior~~ to ~~July~~March 131, ~~2009~~2011, inincentive ~~general,~~allocations ~~were~~generally ~~initially~~ranged ~~subject~~from 15% to a25% ~~one-year~~of ~~absolute lock-up with~~ the ~~ability~~net toprofits ~~redeem~~(both inrealized ~~the second~~ and ~~third~~unrealized) ~~years~~generated ~~subject~~by ~~to an early redemption~~ fee-paying ofinvestors 8%in ~~and 4%, respectively, payable to~~ the ~~applicable~~Investment ~~Private Fund. On July 1, 2009, pursuant to the Fund Documents, certain of the Private~~ Funds ~~introduced four new share classes for new~~ and ~~existing~~were ~~Investors~~generally ~~(such~~subject ~~new classes being referred~~ to asa ~~Option~~“high 1watermark," ~~Option~~whereby 2,the ~~Option~~General 3Partners ordid ~~Option~~not ~~4).~~earn ~~Option~~incentive 1allocations ~~Investors~~during ~~in the Private Funds are subject to~~ a ~~rolling~~particular ~~three-~~year ~~lock-up~~even ~~period,~~though the ~~first~~fund ~~year~~had ofa ~~which~~positive isreturn ~~absolute,~~in ~~with~~such ~~the ability~~year tountil ~~redeem~~losses in ~~the~~prior ~~second~~periods ~~and~~were ~~third~~recovered. ~~years~~In ~~subject~~general, tothese anallocations ~~early~~had ~~redemption~~been ~~fee~~calculated ~~of 8%~~ and ~~4%,~~distributed ~~respectively, payable~~ to the ~~applicable~~General ~~Private~~Partners ~~Fund.~~annually ~~Option~~other 2than ~~Investors~~incentive inallocations ~~the~~earned ~~Private~~as ~~Funds are subject to~~ a ~~rolling~~result ~~three-year~~of ~~lock-up~~investor ~~period,~~redemption ~~the~~events ~~first~~during ~~two~~interim ~~years~~periods. ofFor ~~this~~the ~~lock-up~~ period ~~are~~January ~~absolute~~1, ~~with~~2008 ~~the~~through ~~ability~~March to31, ~~redeem~~2011, in the ~~third~~Investment ~~year~~Fund ~~with~~Limited anPartnership ~~early~~Agreements ~~redemption~~provided ~~fee~~that ~~of 4%, payable to~~ the applicable ~~Private~~General ~~Fund.~~Partner ~~Option~~was 3eligible ~~and~~to ~~Option~~receive 4a ~~Investors~~special inprofits ~~the~~interest ~~Private~~allocation ~~Funds~~at ~~are not subject to any lock-up but~~ the ~~amount~~end of each ~~semi-annual~~calendar ~~redemption~~year ~~made~~from by each ~~Option~~applicable 3fee-paying ~~Investor~~capital ~~and~~account ~~Option~~maintained 4at ~~Investor may be limited on each redemption date based on~~ the ~~aggregate~~Investment ~~redemptions~~Fund. ~~for~~Special ~~the~~profits ~~applicable~~interest ~~Private~~allocations ~~Funds~~ranged onfrom ~~such date~~1.5% ~~All~~to ~~Investors~~2.5% ~~may~~per ~~redeem~~annum ~~on June 30~~ and ~~December~~were 31allocated ~~of each fiscal year provided that they have given 90 days prior written notice and are not subject~~ to athe ~~lock-up~~General ~~period.~~Partners ~~All redemptions are subject~~ to ~~certain~~the ~~additional~~extent ~~restrictions. In addition to~~ the ~~aforementioned Options,~~Investment ~~certain~~Funds ~~Investors~~had ~~with~~sufficient ~~reduced~~profits ~~fees are subject~~ to acover ~~three-year~~such ~~absolute lock-up~~amounts.

Affiliate Investments

We and Mr. Icahn, along with the ~~Private~~Investment Funds, have entered into a covered affiliate agreement, which was amended on March 31, 2011, pursuant to which weMr. Icahn agreed (on behalf of himself and certain of ~~our~~his ~~subsidiaries) agreed~~affiliates, inexcluding ~~general~~Icahn Enterprises, Icahn Enterprises Holdings and their subsidiaries) to be bound by certain restrictions on ~~our~~their investments in any assets that the General Partners deem suitable for the ~~Private~~Investment Funds, other than government and agency bonds, ~~cash equivalents~~ and ~~investments~~cash in non-public companies. We and our subsidiaries will not be restricted from making investments in the securities of certain companies in which Mr. Icahn or companies he controlled had an interest as of the date of the initial launch of the Private Fundsequivalents, ~~and~~unless ~~companies~~otherwise inapproved ~~which~~by ~~we had an interest on August 8, 2007, the date of~~ our ~~acquisition~~Audit ~~of the partnership interests, comprising the Investment Management business~~Committee. We and our subsidiaries, either alone or acting together with a group, will not be restricted from (i) acquiring all or any portion of the assets of any public company in connection with a negotiated transaction or series of related negotiated transactions or (ii) engaging in a negotiated merger transaction with a public company and, pursuant thereto, conducting and completing a tender offer for securities of the company. In addition, Mr. Icahn and ~~his~~such affiliates ~~(other than Icahn Enterprises, Icahn Enterprises Holdings and their subsidiaries)~~ continue to have the right to co-invest with the ~~Private~~Investment Funds. We have no interest in, nor do we generate any income from, any such co-investments, which have been and may continue to be substantial. The terms of the covered affiliate agreement may be amended, modified or waived with our consent and the consent of each of the Private Funds, provided, however, that a majority of the members of an investor committee maintained for certain of the Private Funds may (with our consent) amend, modify or waive any provision of the covered affiliate agreement with respect to any particular transaction or series of related transactions.

5Employees

~~TABLE~~Our OFInvestment ~~CONTENTS~~segment is supported by an experienced team of 21 professionals as of December 31, 2015, including an investment, legal and operations group. In many cases, team members have worked together successfully and have provided business, investing and legal services for a number of years with respect to the Investment Funds' operations.

~~Competition~~Automotive

The investment management industry is intensely competitive, with competition based on a variety of factors, including investment performance, the quality and experience of investment professionals and business reputation. The Private Funds compete for fund investors, investment opportunities and talent with other hedge funds, private equity funds, specialized funds, traditional asset managers, commercial banks and other financial institutions. Background

~~Employees~~We conduct our Automotive segment through our majority ownership in Federal-Mogul Holdings Corporation ("Federal-Mogul"), our wholly owned subsidiary IEH Auto Parts Holding LLC ("IEH Auto"), effective June 1, 2015, and our wholly owned subsidiary Pep Boys - Manny, Moe and Jack ("Pep Boys"), effective February 3, 2016.

~~Our~~On ~~Investment~~February ~~Management~~28, ~~business~~2016, isIcahn ~~supported~~Enterprises byissued ana ~~experienced~~proposal ~~team~~to ofthe 26board ~~professionals~~of asdirectors of ~~December~~Federal-Mogul ~~31,~~to ~~2010,~~purchase ~~including~~the anshares ~~investment,~~of ~~legal~~Federal-Mogul ~~and~~common ~~operations~~stock ~~group.~~not Inowned ~~many~~by ~~cases,~~us ~~team~~in ~~members~~a ~~have~~merger ~~worked~~transaction ~~together~~pursuant ~~successfully~~to ~~and~~which ~~have~~Federal-Mogul ~~provided~~shareholders ~~business,~~would ~~investing~~receive ~~and~~$7.00 ~~legal~~per ~~services~~share ~~for~~in acash ~~number~~for oftheir ~~years~~Federal-Mogul ~~with respect to the Private Funds’ operations~~shares.

~~Automotive~~Federal-Mogul is operated independently from IEH Auto and Pep Boys. See below discussion regarding our business strategies for each of Federal-Mogul, IEH Auto and Pep Boys.

~~Background~~On April 15, 2014, Federal-Mogul completed a holding company reorganization (the “Federal-Mogul Reorganization”). As a result of the Federal-Mogul Reorganization, the outstanding shares of Federal-Mogul Corporation common stock were automatically converted on a one-for-one basis into shares of Federal-Mogul Holdings Corporation common stock, and all of the stockholders of Federal-Mogul Corporation immediately prior to the Reorganization automatically became stockholders of Federal-Mogul Holdings Corporation. References herein to “Federal-Mogul” are to Federal-Mogul Corporation for the period

On July 3, 2008, pursuant to a stock purchase agreement with Thornwood Associates Limited Partnership, or Thornwood, and Thornwood’s general partner, Barberry Corp., or Barberry, we acquired a majority interest in Federal-Mogul Corporation, or Federal-Mogul, for an aggregate price of $862,750,000 (or $17.00 per share, which represented a discount to Thornwood’s purchase price of such shares). Thornwood and Barberry are wholly owned by Mr. Icahn. 4

Onprior ~~December~~to 2,the ~~2008,~~effective wetime ~~acquired~~of anthe ~~additional interest in~~ Federal-Mogul ~~from~~Reorganization ~~Thornwood,~~on ~~which~~April ~~represented~~15, ~~the~~2014 ~~remaining~~and ~~shares~~to of Federal-Mogul ~~common~~Holdings ~~stock~~Corporation ~~owned~~for bythe ~~Thornwood.~~period Asafter athe ~~result~~effective time of ~~this~~the ~~transaction,~~Federal-Mogul weReorganization. ~~beneficially~~As ~~own~~of 75December 31,~~241~~ 2015,~~924~~ ~~shares~~we ofowned ~~Federal-Mogul~~approximately ~~common stock, or 76~~82.10% of the ~~total issued and~~ outstanding common stock of Federal-Mogul ~~as of December 31, 2010~~.

~~Federal-Mogul~~On isJune a1, ~~leading global supplier of powertrain and safety technologies~~2015, ~~serving~~IEH ~~the~~Auto ~~world’s~~acquired ~~foremost~~substantially ~~original~~all ~~equipment manufacturers, or OEMs,~~ of ~~automotive,~~the ~~light,~~auto ~~medium~~parts ~~and~~assets ~~heavy-duty~~in ~~commercial vehicles, off-road, agricultural, marine, rail, aerospace, power generation and industrial equipment, as well as~~ the ~~worldwide~~United ~~aftermarket.~~States ~~Federal-Mogul’s~~of ~~leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world~~Uni-~~class products~~Select, ~~brands and services with quality excellence at a competitive cost~~Inc. ~~Federal-Mogul is focused on a sustainable global profitable growth strategy~~, ~~creating~~ ~~value and satisfaction for its customers, shareholders and employees. Federal-Mogul has established~~ a global presence and conducts its operations through various manufacturing, distribution and technical facilities that are wholly or partially owned through subsidiaries and joint ventures. Federal-Mogul’s business is organized into four product groups: Powertrain Energy, Powertrain Sealing and Bearings, Vehicle Safety and Protection, and Global Aftermarket. Federal-Mogul offers its customers a diverse array of market-leading ~~products~~automotive ~~for OEM and servicers, or OE, and replacement~~ parts, ordistributor ~~aftermarket,~~for ~~applications~~domestic ~~including pistons, piston rings, piston pins, cylinder liners, valve seats~~ and ~~guides,~~imported ignition products, dynamic seals, bonded piston seals, combustion and exhaust gaskets, static gaskets and seals, rigid heat shields, engine bearings, industrial bearings, bushings and washers, transmission components, brake disc pads, brake linings, brake blocks, element resistant systems protection sleeving products, acoustic shielding, flexible heat shields, brake system components, chassis products, wipers, fuel pumps and lightingvehicles.

~~Federal-Mogul~~On ~~has~~February ~~operations~~3, in2016, 34pursuant ~~countries~~to ~~and,~~a ~~accordingly~~tender offer, ~~all~~Icahn Enterprises acquired a majority of ~~Federal~~the outstanding shares of Pep Boys -~~Mogul’s~~ ~~product~~Manny, ~~groups~~Moe ~~derive~~& ~~sales~~Jack ~~from~~("Pep ~~both~~Boys"), ~~domestic~~a leading aftermarket provider of automotive service, tires, parts and ~~international~~accessories ~~markets~~across the United States and Puerto Rico. ~~The~~On ~~attendant~~February ~~risks~~4, 2016, Icahn Enterprises completed the acquisition of ~~Federal-Mogul’s~~the ~~international~~remaining ~~operations~~outstanding ~~are~~shares ~~primarily~~of ~~related~~Pep toBoys ~~currency~~and ~~fluctuations~~our wholly owned subsidiary, ~~changes~~IEP inParts ~~local~~Acquisition ~~economic~~LLC, merged with and ~~political~~into ~~conditions~~Pep Boys, ~~and~~with ~~changes~~Pep inBoys ~~laws~~surviving ~~and~~the ~~regulations~~merger as a wholly owned subsidiary of Icahn Enterprises Holdings. The total value for the acquisition of Pep Boys was approximately $1.2 billion, including the fair value of our equity interest in Pep-Boys just prior to our acquisition of a controlling interest.

~~Federal-Mogul~~Refer ~~derives~~to ~~significant~~Note ~~sales~~3, ~~from~~“Operating ~~both~~Units ~~the OE market and the aftermarket. Federal~~-~~Mogul~~ ~~seeks to participate in both of these markets by leveraging its OE product engineering and development capability~~Automotive,” ~~manufacturing excellence, and expertise~~ to ~~manage a broad and deep range of replacement parts to service~~ the ~~aftermarket.~~consolidated ~~Federal-Mogul~~financial isstatements, ~~the~~included ~~OE technology market share leader~~ in ~~several~~Item ~~product~~8 ~~categories.~~of ~~Federal-Mogul~~this ~~believes~~Report ~~that it is uniquely positioned to offer premium brands, OE replacement and entry level products~~ for ~~all~~further ~~Global~~discussion ~~Aftermarket~~of ~~customers.~~these ~~Therefore, Federal-Mogul can be first to the aftermarket with~~ acquisitions.

6Business

~~TABLE OF CONTENTS~~Federal-Mogul

~~new~~Federal-Mogul is a leading global supplier of technology and innovation in vehicle and industrial products for fuel economy, ~~service~~emissions reduction and safety systems. Federal-Mogul serves original equipment manufacturers (“OEM”) and servicers (“OES”) (collectively “OE”) of automotive, light, medium and heavy-duty commercial vehicles, off-road, agricultural, marine, rail, aerospace, power generation and industrial equipment, as well as the worldwide aftermarket. Federal-Mogul seeks to participate in both of these markets by leveraging its original equipment product engineering and development capability, manufacturing know-how, and expertise in managing a broad and ~~customer~~deep ~~support~~range of replacement parts to service the aftermarket. Federal-Mogul is a leading technology supplier and a market share leader in several product categories. As of December 31, ~~2010~~2015, Federal-Mogul had current OEOEM products included on more than 300 global vehicle platforms and more than 700 global powertrains used in light, medium and heavy-duty vehicles. ~~This~~Federal-Mogul ~~broad~~offers ~~range~~premium ofbrands, ~~vehicle~~OE replacement and ~~powertrain~~entry/mid ~~applications~~level ~~reinforces~~products for all aftermarket customers. Therefore, Federal-Mogul’s ~~belief~~can inbe ~~its~~first ~~unique~~to ~~market~~the ~~position~~aftermarket with new products, service expertise and customer support.

Federal-Mogul isoperates awith ~~reporting~~two ~~company~~end-customer ~~under~~focused ~~the~~businesses. ~~Securities~~The ~~Exchange~~Powertrain ~~Act~~business offocuses ~~1934,~~on asoriginal ~~amended~~equipment powertrain products for automotive, orheavy-duty and industrial applications. The Motorparts business sells and distributes a broad portfolio of products in the ~~Exchange~~global ~~Act~~aftermarket, ~~and~~including ~~files~~more ~~annual~~than 20 globally-recognized brands. Federal-Mogul also serves original equipment manufacturers with products including braking, ~~quarterly~~wipers and ~~current~~a ~~reports~~limited ~~and~~range ~~proxy~~of chassis. This organizational model allows for a strong product line focus benefiting both original equipment and ~~information~~aftermarket ~~statements.~~customers ~~Each~~and ofenables ~~these~~Federal-Mogul ~~reports~~to isbe ~~separately~~responsive ~~filed~~to ~~with~~customers’ ~~the~~needs ~~Securities~~for superior products and ~~Exchange~~to ~~Commission~~promote greater identification with Federal-Mogul premium brands. Additionally, this organizational model enhances management focus to capitalize on opportunities for organic or ~~the~~acquisition ~~SEC~~growth, profit improvement, capital allocation and isbusiness ~~publicly~~model ~~available.~~optimization in line with the unique requirements of the two different customer bases and business models.

~~Strategy~~Federal-Mogul has manufacturing facilities and distribution centers in 25 countries and, accordingly, Federal-Mogul’s businesses derive sales from both domestic and international markets. The attendant risks of Federal-Mogul’s international operations are primarily related to currency fluctuations, changes in local economic and political conditions, extraterritorial effects of United States laws such as the Foreign Corrupt Practices Act, and changes in laws and regulations.

Federal-Mogul’s ~~strategy~~ is toa ~~develop~~reporting ~~and~~company ~~deliver~~under ~~leading~~the ~~technology~~Securities ~~and~~Exchange ~~innovation~~Act ~~which~~of ~~results~~1934, inas ~~market~~amended, ~~share~~or ~~expansion in~~ the OEExchange ~~market~~Act, and ~~aftermarket.~~files ~~Federal-Mogul~~annual, ~~assesses~~quarterly ~~individual opportunities to execute its strategy based upon estimated sales~~ and ~~margin~~current ~~growth~~reports, ~~cost~~proxy ~~reduction~~statements ~~potential, internal investment returns~~ and other ~~criteria,~~information ~~and~~with ~~makes~~the ~~investment~~Securities ~~decisions on a case-by-case basis. Opportunities meeting or exceeding benchmark return criteria may be undertaken through research~~ and ~~development~~Exchange ~~activities,~~Commission ~~acquisitions,~~(the ~~joint~~"SEC") ~~ventures~~that ~~and~~are ~~other~~publicly ~~strategic alliances, or restructuring activities~~available.

~~Research~~IEH Auto and ~~Development~~Pep Boys

~~Federal-Mogul’s~~IEH ~~research~~Auto ~~and~~is ~~development~~a ~~activities~~leading ~~are~~distributor ~~conducted~~of atautomotive ~~its~~replacement ~~research~~parts ~~and~~to ~~development~~the ~~locations.~~automotive ~~Within~~aftermarket in the United States,. IEH ~~these~~Auto ~~centers~~has ~~are~~34 ~~located~~distribution incenters ~~Skokie,~~and ~~Illinois;~~satellite ~~Ann~~locations ~~Arbor, Michigan; Plymouth, Michigan;~~ and ~~Exton,~~264 ~~Pennsylvania. Internationally, Federal~~corporate-~~Mogul’s~~owned ~~research~~jobber ~~and~~stores ~~development centers are located~~ in ~~Burscheid,~~the ~~Germany; Nuremberg, Germany; Wiesbaden, Germany; Bad Camberg, Germany; Chapel,~~ United ~~Kingdom;~~States ~~Crepy,~~and ~~France;~~supports ~~Shanghai,~~a ~~China;~~network ~~Bangalore,~~of ~~India;~~more ~~and~~than ~~Yokohama~~2,000 ~~Japan~~independent wholesalers.

~~Each~~Pep ofBoys ~~Federal-Mogul’s~~has ~~business~~806 ~~units~~locations isin ~~engaged~~the inautomotive ~~engineering,~~aftermarket ~~research~~industry ~~and~~located ~~development~~throughout ~~efforts~~the ~~working~~United ~~closely~~States ~~with~~and ~~customers~~Puerto toRico. ~~develop~~Pep ~~custom~~Boys ~~solutions~~stores toare ~~meet~~organized ~~their~~into ~~needs.~~a ~~Total~~hub ~~expenditures~~and ~~for~~spoke ~~research~~network consisting of Supercenters and ~~development~~Service ~~activities,~~& ~~including~~Tire ~~product~~Centers. ~~engineering~~Supercenters ~~and~~average ~~validation~~approximately ~~costs~~20,000 ~~were~~square ~~$156~~feet ~~million,~~and ~~$140~~combine ~~million~~a parts and ~~$142~~accessories ~~million~~store ~~for~~with ~~the~~professional ~~fiscal~~service ~~years~~centers ~~ended~~that ~~December~~perform ~~31,~~a ~~2010~~full ~~and~~range ~~2009~~of automotive maintenance and ~~for~~repair services. Most of the ~~period~~Pep ~~March~~Boys 1,Supercenters ~~2008~~also ~~through~~have ~~December~~a ~~31,~~commercial ~~2008~~sales program that provides prompt delivery of parts, ~~respectively~~tires and equipment to automotive repair shops and dealers.

~~Restructuring Activities~~5

~~Federal-Mogul,~~Service as& ~~part~~Tire ~~of its sustainable global profitable growth strategy~~Centers, ~~has~~which ~~undertaken~~average ~~various~~approximately ~~restructuring activities to streamline its operations~~6,000 ~~consolidate~~square ~~and take advantage of available capacity and resources~~feet, ~~and~~provide ~~ultimately~~automotive ~~achieve~~maintenance ~~cost reductions. These restructuring activities include efforts to integrate~~ and ~~rationalize~~repair ~~businesses~~services ~~and to relocate manufacturing operations to best cost countries. Such activities have resulted~~ in ~~the~~neighborhood ~~redeployment~~locations ofthat ~~human~~are ~~and~~conveniently ~~capital~~located ~~resources~~where toour ~~Federal-Mogul’s~~customers ~~core~~live ~~businesses~~or work.

Federal-Mogul’s restructuring activities are further discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 4, “Operating Units,” to the consolidated financial statements, included in Item 8 of this Annual Report on Form 10-K. Acquisitions

~~Products~~In addition to the IEH Auto and Pep Boys acquisitions described above, Federal-Mogul acquired several businesses throughout 2014 and 2015. The combination of these acquisitions add new product lines to our Automotive segment, providing operating synergies, strengthening distribution channels and enhancing our Automotive segment's ability to better service its customers. Refer to Note 3, “Operating Units,” to the consolidated financial statements, included in Item 8 of this Report for further discussion.

~~The~~Strategy ~~following provides an overview of products manufactured and distributed by Federal-Mogul:~~

~~• Powertrain Energy. Powertrain Energy products are used in automotive, light truck, heavy~~Federal-duty, industrial, marine, agricultural, power generation and small air-cooled engine applications. The primary products of this product group include pistons, piston rings, piston pins, cylinder liners, valve seats and guides, and ignition products.Mogul

~~• Powertrain Sealing and Bearings.~~ Federal-Mogul ~~is one of the world’~~'s ~~leading~~strategy ~~sealing~~is ~~solutions~~designed ~~and~~to ~~bearings~~create ~~providers.~~sustainable ~~Product~~global ~~offerings~~profitable ~~include dynamic seals~~growth, ~~bonded~~by ~~piston~~leveraging ~~seals,~~existing ~~combustion~~ and ~~exhaust~~developing ~~gaskets,~~new ~~static~~competitive ~~gaskets~~advantages. ~~and~~This ~~seals,~~strategy ~~rigid~~consists ~~heat~~of ~~shields,~~the ~~engine~~following ~~bearings,~~primary ~~industrial bearings, bushings and washers, sintered engine and transmission components, and metallic filters.~~elements:

7• Provide value-added products to customers in all markets served through leading technology and innovation;

~~TABLE~~• OFDevelop ~~CONTENTS~~products to enable increased fuel economy and reduce vehicle emissions, plus enable the use of alternative energies;

• ~~Vehicle~~Utilize ~~Safety and Protection.~~ Federal-Mogul's ~~supplies~~leading ~~friction,~~technology ~~systems~~resources ~~protection,~~to ~~chassis,~~develop ~~wipers,~~advanced ~~fuel~~ and ~~lighting~~innovative products~~. These products are used in the automotive~~, ~~motorcycle,~~processes ~~heavy-duty, commercial/industrial, aerospace, railway~~ and ~~consumer~~manufacturing products markets. The primary products of this product group include brake disc pads, brake linings, brake blocks, element resistant systems protection sleeving products, flexible heat shields, brake system components, chassis products, windshield wipers, fuel pumps and lighting products.capabilities;

• ~~Global~~Extend ~~Aftermarket.~~Federal-Mogul's ~~Global~~global ~~Aftermarket~~reach ~~sells~~to ~~products~~support ~~manufactured~~its ~~within~~OE ~~the~~and ~~above~~aftermarket ~~product~~customers, ~~groups~~furthering ~~and~~its ~~purchased~~relationships ~~from~~with ~~outside~~leading ~~suppliers~~Asian toOEs ~~the~~and ~~independent~~strengthening ~~automotive,~~market ~~heavy-duty~~share ~~and~~with ~~commercial/industrial~~U.S. ~~replacement~~and ~~markets.~~European OEs;

~~Industry~~• Assess acquisition and investment opportunities that provide product line expansion, technological advancements, geographic positioning, penetration of emerging markets (including India and China) and market share growth;

~~The~~• ~~automotive~~Invest ~~market;~~in ~~light, medium and heavy~~world-~~duty~~class ~~vehicle~~distribution and ~~commercial~~online ~~vehicle~~capabilities ~~market;~~to ~~and~~meet ~~energy,~~delivery ~~industrial~~expectations ~~and transport market sectors are comprised~~ of ~~two primary markets: the OE market, in which~~ Federal-Mogul’'s ~~products~~customers ~~are~~by ~~used~~enhancing inits ~~the~~distribution ~~manufacture~~footprint ofto ~~new~~improve ~~products~~its ~~and~~distribution ~~for manufacturer service replacement parts; and the aftermarket~~capabilities, instrengthen ~~which~~delivery ~~Federal-Mogul’s~~performance ~~products are used as replacement parts for current production~~ and ~~previous~~engage ~~models~~end ~~through the independent aftermarket or other service distribution channels.~~ customers;

~~The~~• OELeverage ~~Market. Demand for automotive parts in~~ the OEstrength ~~market is generally a function~~ of ~~the number of new vehicles produced, which is driven by macro~~Federal-~~economic~~Mogul's ~~factors~~global ~~such~~aftermarket asleading ~~interest~~brand ~~rates~~positions, ~~fuel~~product ~~prices,~~portfolio ~~consumer confidence, employment trends, regulatory requirements~~ and ~~trade agreements. Although OE demand is tied to planned vehicle production~~range, ~~parts~~marketing ~~suppliers also have the opportunity to grow through increasing their product content per vehicle, by increasing market share with existing customers,~~ and byselling ~~expanding into new or emerging markets. Companies with a global presence~~expertise, ~~leading technology~~ and ~~innovation,~~distribution and ~~advanced~~logistics ~~product engineering, manufacturing and customer support~~ capabilities ~~are best positioned to take advantage of these opportunities.~~ ;

~~The~~• ~~Aftermarket~~Expand Business. Global Aftermarket products for current production and previous models are sold directly to a wide range of distributors, retail parts stores and mass merchants who distribute these products to professional service providers and “doFederal-~~it-yourself”~~Mogul's ~~consumers.~~coverage ~~Demand for aftermarket products is driven by many factors, including the durability of OE parts, the number of vehicles~~ in ~~operation,~~existing ~~the~~product ~~average~~lines ~~age of the vehicle fleet~~ and ~~vehicle~~add ~~usage.~~new ~~Although~~product ~~the~~lines ~~number~~which ofare ~~vehicles~~critical ~~on the road and different models available continue~~ to ~~increase,~~maintaining ~~the~~its ~~aftermarket~~leadership ~~has~~position ~~experienced~~and ~~softness~~leveraging ~~due~~its todistribution ~~increases in average useful lives of automotive parts resulting from continued technological advancements~~ and ~~resulting~~sales ~~improvements in durability.~~ network;

~~Customers~~• Continue to invest in product innovation to support Federal-Mogul's premium brands and to enhance its marketing initiatives to more effectively communicate the value proposition of its branded products to end customers; and

~~Federal-Mogul~~• ~~supplies~~Aggressively ~~OEs~~pursue ~~with~~cost acompetitiveness ~~wide~~in ~~variety of technologically innovative parts, substantially~~ all ofbusiness ~~which~~segments ~~are manufactured~~ by ~~Federal-Mogul.~~continuing ~~Federal-Mogul’s~~to OEdrive ~~customers~~productivity ~~consist~~in ofexisting ~~automotive~~operations, consolidating and ~~heavy-duty~~relocating ~~vehicle~~manufacturing ~~manufacturers~~operations asto ~~well~~best ascost ~~agricultural~~countries, ~~off-highway,~~utilizing ~~marine, railroad, aerospace, high performance and industrial application manufacturers.~~ Federal-Mogul's ~~has~~strategic ~~well-established~~joint ~~relationships~~ventures ~~with~~and ~~substantially~~alliances, ~~all~~and ~~major~~rationalizing ~~American,~~business ~~European~~resources and ~~Asian automotive OEs~~infrastructure.

~~Federal-Mogul’s~~IEH ~~aftermarket~~Auto ~~customers include independent warehouse distributors who redistribute products to local parts suppliers, distributors of heavy-duty vehicular parts, engine rebuilders, retail parts stores~~ and ~~mass~~Pep merchants. The breadth of Federal-Mogul’s product lines, the strength of its leading brand names, marketing expertise, sizable sales force, and its distribution and logistics capability are central to the success of Federal-Mogul’s Global Aftermarket operations. Boys

NoThe ~~individual~~automotive ~~customer~~aftermarket ~~accounted~~industry is in the mature stage of its life cycle. Over the past decade, consumers have moved away from do-it-yourself (“DIY”) toward do-it-for-me ~~more~~(“DIFM”) ~~than~~due 5%to increasing vehicle complexity and electronic content, as well as decreasing availability of ~~segment~~diagnostic ~~net~~equipment and know-how. Consistent with this long-term trend, IEH Auto's and Pep Boys' long-term strategy is to grow their sales ~~during~~to ~~the~~DIFM ~~fiscal~~distributors ~~year~~and ~~ended~~DIFM ~~December~~service 31professionals, ~~2010~~grow their automotive service business, orand ~~fiscal~~maintain ~~2010~~their DIY customer bases by offering the newest and broadest product assortment in the automotive aftermarket. IEH Auto and Pep Boys provide their customers with access to over two million replacement parts for domestic and imported vehicles through an extensive network of suppliers. They seek to provide (i) an extensive selection of product offerings; (ii) competitive pricing; (iii) exceptional in-store service experience; and (iv) superior delivery to their customers.

8Research and Development

~~TABLE~~Federal-Mogul’s OFresearch ~~CONTENTS~~and development activities are conducted at its research and development locations. Within the United States, these centers are located in Skokie, Illinois; Ann Arbor, Michigan; Plymouth, Michigan; St. Louis, Missouri; Exton, Pennsylvania; and Waupun, Wisconsin. Internationally, Federal-Mogul's research and development centers are located in Araras, Brazil; Aubange, Belgium; Chapel-en-le-Frith, United Kingdom; Coventry, United Kingdom; Burscheid, Germany; Nuremberg, Germany; Wiesbaden, Germany; Bad Camberg, Germany; Glinde, Germany; Kostelec, Czech Republic; and Shanghai, China.

~~Competition~~6

~~The~~Each ~~global~~of ~~vehicular parts business is highly competitive.~~ Federal-Mogul's ~~competes~~business ~~with~~units ~~many independent manufacturers and distributors of component parts globally. In general, competition for sales~~ is ~~based~~engaged onin ~~price~~engineering, ~~product~~research ~~quality,~~and ~~technology,~~development ~~delivery,~~efforts ~~customer service~~ and ~~the~~works ~~breadth~~closely ofwith ~~products~~customers ~~offered~~to bydevelop acustom ~~given~~solutions ~~supplier.~~to ~~Federal-Mogul~~meet istheir ~~meeting~~needs. ~~these~~Total ~~competitive~~expenditures ~~challenges~~for byresearch ~~developing~~and ~~world-class~~development ~~technologies~~activities, ~~efficiently~~including ~~integrating~~product ~~its~~engineering ~~manufacturing~~ and ~~distribution~~validation ~~operations~~costs, ~~expanding~~were ~~its~~$189 ~~product coverage within its core businesses~~million, ~~restructuring~~$192 ~~its~~million ~~operations~~ and ~~transferring~~$177 ~~production~~million tofor ~~best~~the ~~cost~~years ~~countries~~ended December 31, ~~and~~2015, ~~utilizing~~2014 ~~its worldwide technical centers to develop~~ and ~~provide~~2013, ~~value-added solutions to its customers~~respectively.

~~Raw~~IEH ~~Materials~~Auto and ~~Suppliers~~Pep Boys do not conduct research and development.

~~Federal-Mogul~~Restructuring purchases various raw materials and component parts for use in its manufacturing processes, including ferrous and non-ferrous metals, non-metallic raw materials, stampings, castings and forgings. Federal-Mogul also purchases parts manufactured by other manufacturers for sale in the aftermarket. Federal-Mogul has not experienced any significant shortages of raw materials, components or finished parts and normally does not carry inventories of raw materials or finished parts in excess of those reasonably required to meet its production and shipping schedules. In fiscal 2010, no outside supplier of Federal-Mogul provided products that accounted for more than 2% of Federal-Mogul’s annual purchases. Activities

Federal-Mogul's ~~achieved~~restructuring ~~material~~activities ~~and~~are ~~services~~undertaken ~~cost~~as ~~savings~~necessary ~~during~~to ~~fiscal~~execute ~~2010.~~its ~~Federal-Mogul~~strategy ~~achieved~~and ~~this~~streamline ~~impact~~operations, ~~through~~consolidate ~~negotiated~~and ~~price~~take ~~reductions,~~advantage ~~resourcing~~of ~~activities,~~available ~~technical~~capacity ~~projects~~and resources, ~~contractual~~and ~~price~~ultimately ~~escalators~~to ~~and~~achieve ~~market~~net ~~fluctuations.~~cost ~~Through~~reductions ~~its~~and ~~global~~productivity ~~purchasing~~improvements. ~~function,~~These ~~Federal-Mogul~~restructuring ~~continues~~activities include efforts to ~~work~~integrate ~~with~~and ~~its~~rationalize ~~suppliers~~businesses and to ~~reduce~~relocate ~~its~~manufacturing ~~global~~operations ~~material~~to ~~costs.~~best cost markets.

~~Seasonality~~Federal-Mogul's restructuring activities are further discussed in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 3, “Operating Units,” to the consolidated financial statements, included in Item 8 of this Report.

~~Federal-Mogul’s~~IEH ~~business~~Auto ~~is moderately seasonal because many North American customers typically close assembly plants for two weeks in July for model year changeovers,~~ and ~~for~~Pep anBoys ~~additional~~do ~~week~~not during the December holiday season. Customers in Europe historically shut down vehicle production during portions of July and August and one week in December. Shut-down periods in the rest of the world generally vary by country. The aftermarket experiences seasonal fluctuations in sales due to demands caused by weather and driving patterns. Historically, Federal-Mogul’s sales and operating profits have ~~been~~restructuring ~~the strongest in its second quarter~~activities.

~~Employees~~Products and Services

Federal-Mogul ~~had~~is ~~approximately~~engaged ~~42,700~~in ~~employees~~the asmanufacture ofand ~~December~~distribution ~~31,~~of ~~2010~~automotive parts. The following provides an overview of products manufactured and distributed by Federal-Mogul by product group:

~~Various~~• ~~unions~~Powertrain. ~~represent approximately 37% of~~ Federal-Mogul’'s UPowertrain business primarily represents its OE business.S. ~~hourly~~The ~~employees~~Powertrain ~~and~~business ~~approximately~~offers ~~70%~~a diverse array of ~~Federal~~market-~~Mogul’s~~leading ~~non-U.S.~~products ~~hourly~~for ~~employees.~~OE ~~With~~applications, ~~the~~including ~~exception~~pistons, ofpiston ~~two~~rings, ~~facilities~~piston inpins, ~~the~~cylinder ~~United~~liners, ~~States~~valve seats and guides, ~~most~~ignition ofproducts, ~~Federal-Mogul’s~~dynamic ~~unionized~~seals, ~~manufacturing~~bonded ~~facilities~~piston ~~have~~seals, ~~their~~combustion ~~own~~and ~~contracts~~exhaust ~~with~~gaskets, ~~their~~static ~~own~~gaskets ~~expiration~~and ~~dates~~seals, rigid heat shields, engine bearings, industrial bearings, bushings and aswashers, aelement ~~result~~resistant systems protection sleeving products, noacoustic ~~contract~~shielding ~~expiration~~and ~~date~~flexible ~~affects~~heat ~~more~~shields. ~~than~~Comprehensive ~~one~~design ~~facility~~capability and an extensive product portfolio enable effective delivery of a broad range of engine and driveline components as well as engineered solutions to improve fuel economy, reduce emissions or enhance vehicle performance and durability. The Powertrain business' products are used in automotive, motorcycle, light truck, heavy-duty, industrial, commercial equipment (construction, agricultural, power generation, marine and railway), aerospace, and small air-cooled engine applications.

~~Impact~~• Motorparts. Federal-Mogul's Motorparts business sells and distributes a broad portfolio of ~~Environmental~~products ~~Regulations~~in the global vehicle aftermarket while also serving the OE market with products including braking, wipers and chassis.. The Motorparts business’ products are utilized widely in vehicle braking systems and chassis, as well as in engine and sealing applications and general service. The Motorparts business operates 32 manufacturing sites in 15 countries and 35 distribution centers and warehouses in 13 countries.

~~Federal-Mogul’s~~IEH ~~operations,~~Auto ~~consistent~~and ~~with~~Pep ~~those~~Boys ofdo ~~the~~not ~~manufacturing~~manufacture ~~sector~~parts inbut ~~general,~~ are ~~subject~~engaged toin ~~numerous~~the ~~existing~~distribution ~~and~~of ~~proposed~~automotive ~~laws~~parts ~~and~~in ~~governmental regulations designed to protect~~ the ~~environment,~~aftermarket. ~~particularly~~Pep ~~regarding~~Boys ~~plant~~also ~~wastes~~provides ~~and~~automotive ~~emissions~~services ~~and~~to ~~solid~~its ~~waste disposal~~customers. ~~Capital~~Each ~~expenditures~~service ~~for~~location ~~property,~~performs ~~plant and equipment for environmental control activities did not have~~ a ~~material~~full ~~impact~~range onof ~~Federal-Mogul’s~~automotive ~~financial~~maintenance ~~position~~and orrepair ~~cash~~services ~~flows~~(except inbody ~~fiscal~~work) ~~2010~~ and ~~are~~installs ~~not expected to have a material impact on Federal-Mogul’s financial position or cash flows in the fiscal year ending December 31~~tires, ~~2011,~~parts orand ~~fiscal 2011~~accessories.

~~Intellectual Property~~Customers

~~Federal-Mogul~~The ~~holds~~automotive inlight ~~excess~~vehicle ~~of 4~~market,~~500~~ ~~patents~~as ~~and~~well ~~patent~~as ~~applications~~the onmedium aduty/heavy ~~worldwide~~duty ~~basis~~commercial market, is comprised of ~~which~~two ~~997~~primary ~~have~~businesses: ~~been~~the ~~filed~~OE market in ~~the~~which ~~United~~Federal-Mogul’s ~~States.~~products Ofare ~~the~~used ~~approximately~~in ~~4,500~~the ~~patents~~manufacture ~~and~~of ~~patent~~new ~~applications,~~vehicles ~~approximately~~and ~~30%~~OE ~~are~~dealer inservice ~~production~~parts, ~~use~~ and~~/or~~ ~~are~~the ~~licensed~~global toaftermarket, ~~third~~in ~~parties~~which Federal-Mogul’s, IEH Auto's and ~~the~~Pep ~~remaining~~Boys' ~~70%~~products are ~~being~~used ~~considered~~as replacement parts for ~~future~~all ~~production~~vehicles ~~use~~in oroperation ~~provide~~on athe ~~strategic~~road, ~~technological~~including ~~benefit~~all toprevious ~~Federal-Mogul~~models.

9• The OE Market. Demand for component parts in the OE market is generally a function of the number of new vehicles produced. Although OE demand is tied to planned vehicle production, parts suppliers also have the opportunity to grow through increasing their product content per vehicle, by increasing market share and by expanding into new or emerging markets. Companies with a global presence, leading technology and innovation, and advanced product engineering, manufacturing and customer support capabilities are best positioned to take advantage of these opportunities. Federal-Mogul supplies OEs with a wide variety of technologically innovative parts, substantially all of which are manufactured by it. Federal-Mogul’s OE customers consist of automotive and heavy-duty vehicle manufacturers as well as agricultural, off-highway, marine, railroad, aerospace, high performance and industrial application manufacturers. Federal-Mogul has well-established relationships with substantially all major American, European and Asian automotive OEs.

~~TABLE OF CONTENTS~~7

~~Federal-Mogul~~• ~~does~~The ~~not~~Aftermarket ~~materially~~Business. ~~rely~~Products onfor ~~any~~the ~~single~~global ~~patent~~vehicle aftermarket are sold directly to a wide range of distributors, ~~nor~~retail ~~will~~parts stores and mass merchants that distribute these products to professional service providers, “do-it-yourself” consumers and in some cases, directly to service chains. Demand for aftermarket products historically has been driven by three primary factors: (i) the ~~expiration~~number of ~~any~~vehicles ~~single~~in ~~patent~~operation; ~~materially~~(ii) ~~affect~~the ~~Federal-Mogul’s~~average ~~business~~age of vehicles in operation; and (iii) vehicle usage trends. Federal-Mogul’s ~~current~~aftermarket ~~patents~~customers ~~expire~~include ~~over~~independent ~~various~~warehouse ~~periods~~distributors ~~through~~who ~~and~~redistribute ~~including~~products ~~the~~to ~~fiscal~~local ~~year~~parts ~~ending~~suppliers, ~~December~~distributors 31of heavy-duty vehicular parts, ~~2033~~engine rebuilders, retail parts stores and mass merchants. The breadth of Federal-Mogul’s isproduct ~~actively~~lines, ~~introducing~~the ~~and~~strength ~~patenting~~of ~~new~~its ~~technology~~leading tobrand ~~replace~~names, ~~formerly~~marketing ~~patented~~expertise, ~~technology~~sizable ~~before~~sales ~~the~~force, ~~expiration~~and ofits ~~the~~distribution ~~existing~~and ~~patents.~~logistics Incapability are central to the ~~aggregate,~~success of Federal-Mogul’s ~~worldwide~~Motorparts ~~patent~~operations. ~~portfolio~~IEH isAuto ~~materially~~and ~~important~~Pep toBoys ~~its~~distribute ~~business~~automotive ~~because~~parts itin ~~enables~~the ~~Federal-Mogul~~aftermarket to ~~achieve~~commercial ~~technological~~customers ~~differentiation~~in ~~from~~the ~~its~~DIFM ~~competitors~~market as well as the retail and DIY markets. Pep Boys also provides automotive services to its customers.

No individual customer accounted for more than 10% of Federal-Mogul’s ~~also~~net ~~maintains~~sales ~~more~~during ~~than~~2015. ~~6,000~~Federal-Mogul's ~~active~~customers ~~trademark~~include ~~registrations~~IEH Auto and ~~applications~~Pep ~~worldwide~~Boys. InNo ~~excess~~individual ofcustomer 90accounted for more than 6% of ~~these~~IEH ~~trademark~~Auto’s ~~registrations~~net ~~and~~sales ~~applications~~during ~~are~~the inperiod ~~commercial~~June ~~use~~1, by2015 ~~Federal-Mogul~~through orDecember ~~are~~31, ~~licensed~~2015. toNo ~~third~~individual ~~parties.~~customer accounted for more than 6% of Pep Boys' net sales during 2015.

~~Gaming~~Competition

~~Background~~The global vehicular parts business is highly competitive. Federal-Mogul competes with many independent manufacturers and distributors of component parts globally. In general, competition for sales is based on price, product quality, technology, delivery, customer service and the breadth of products offered by a given supplier. Federal-Mogul is meeting these competitive challenges by developing leading technologies, efficiently integrating and expanding its manufacturing and distribution operations, widening its product coverage within its core businesses, restructuring its operations and transferring production to best cost countries, and utilizing its worldwide technical centers to develop and provide value-added solutions to its customers. A summary of Federal-Mogul's primary independent competitors by its businesses is set forth below.

On• ~~November~~Powertrain. ~~15,~~Primary ~~2010,~~competitors ~~the~~include ~~Investment~~AGM ~~Funds~~Automotive, ~~acquired~~Art aMetal, ~~controlling~~Bergmann, ~~interest~~BinZou, inBleistahl, ~~Tropicana.~~Bosch, ~~Effective~~Daido, ~~with~~Dana, ~~such~~Dana-Reinz, ~~acquisition~~Delfingen, weDenso, ~~are~~DongYang, ~~required~~ElringKlinger, toFNOK, ~~consolidate~~Freudenberg, ~~the~~Kaco/Sabo, ~~results~~Kolbenschmidt, ofMahle, ~~Tropicana.~~Miba, ~~The~~NGK, ~~consolidated~~NOK, ~~results~~NPR, ofRelats, ~~Tropicana~~Sinteron, ~~are~~SKF, ~~reported~~Taiho, asand ~~a separate segment of our business with the fair value of the Investment Funds’ interest in Tropicana eliminated in consolidation~~Vitrica.

~~Tropicana~~• isMotorparts. anPrimary ~~owner~~competitors ~~and~~include ~~operator~~Akebono ofBrake ~~regional~~Corporation, ~~casino~~Autolite, ~~and~~Brake ~~entertainment~~Parts ~~properties~~Inc., ~~located~~Bosch inGroup, ~~the~~Centric ~~United~~Parts, ~~States~~Crowne ~~and~~Group ~~one~~LLC, ~~casino~~Delphi ~~resort~~Automotive ~~development~~LLP, ~~located~~Denso onCorporation, ~~the~~Dorman ~~island~~Products, ~~of Aruba~~Inc., ~~Tropicana~~GRI ~~primarily~~Engineering ~~caters~~and toDevelopment ~~local~~LLC ~~and~~(MAT ~~regional~~Holdings, ~~guests~~Inc.), toMahle ~~provide~~GmbH, aMevotech ~~fun~~Inc., ~~and~~NGK ~~exciting~~Spark ~~gaming~~Plug ~~environment~~Co., ~~with~~Ltd., ~~high-quality~~NTN ~~and~~Bearing ~~high-value~~Corporation, ~~lodging~~Neapco Inc., ~~dining~~Old World Industries, ~~retail~~LLC, ~~and~~Phillips ~~entertainment~~Industries, ~~amenities.~~Pylon ~~Tropicana’s~~Manufacturing ~~properties~~Corporation, ~~offer~~Rain-X a(ITW ~~broad~~Global ~~array~~Brands), ofSKF ~~gaming~~Group, ~~options~~Osram ~~specifically~~Sylvania ~~tailored~~Ltd., ~~for~~The ~~its~~Timken ~~patrons~~Company, inTrico ~~each~~Products ~~market.~~Corporation, ~~Tropicana’s~~Valeo ~~U.S.~~Group, ~~properties~~Dana ~~include~~Corporation ~~the~~(Victor ~~following~~Reinz ~~casinos:~~brand), and ZF TRW Automotive Holdings Corp.

• IEH ~~Laughlin~~Auto and Pep Boys operate in a highly competitive environment. IEH Auto and Pep Boys encounter competition from national and regional chains, ~~Nevada~~automotive —dealerships ~~Tropicana~~and ~~Express~~from ~~Hotel~~local independent service providers and ~~Casino~~merchants. Their competitors include general, full range and ~~River~~discount ~~Palms~~department ~~Hotel~~stores and ~~Casino;~~online retailers which carry automotive parts and accessories and/or have automotive service centers, as well as specialized automotive retailers. IEH Auto and Pep Boys believe that their operations in both DIFM and DIY differentiate them from most of their competitors.

•Raw ~~South~~Materials ~~Lake~~and ~~Tahoe, Nevada — Montbleu Casino Resort & Spa;~~Suppliers

•Federal-Mogul ~~Atlantic~~purchases ~~City~~various raw materials and component parts for use in its manufacturing processes, ~~New~~including ~~Jersey~~ferrous —and ~~Tropicana~~non-ferrous ~~AC;~~metals, non-metallic raw materials, stampings, castings and forgings. Federal-Mogul has not experienced any significant shortages of raw materials, components or finished parts and normally does not carry inventories of raw materials or finished parts in excess of those reasonably required to meet its production and shipping schedules. Federal-Mogul, along with IEH Auto and Pep Boys, also purchase parts manufactured by other manufacturers for sale in the aftermarket.

•In ~~Evansville~~2015, ~~Indiana~~no —outside ~~Casino~~supplier ~~Aztar~~of ~~Evansville;~~Federal-Mogul provided products that accounted for more than 3% of Federal-Mogul’s annual purchases.

•For ~~Baton~~the ~~Rouge~~period June 1, ~~Louisiana~~2015 —through ~~Belle~~December 31, 2015, IEH Auto's ten largest suppliers accounted for approximately 54% of ~~Baton~~the ~~Rouge;~~merchandise purchased. Federal-Mogul is a supplier to IEH Auto and individually accounted for 11% of the merchandise purchased.

•Historically, ~~Greenville~~Pep Boys purchased a significant portion of its inventory from a limited number of suppliers. During fiscal 2015, ~~Mississippi~~Pep —Boys' ~~Bayou~~ten ~~Caddy’s~~largest ~~Jubilee~~suppliers ~~Casino~~accounted ~~and~~for ~~Lighthouse~~approximately ~~Point~~45% ~~Casino;~~of ~~and~~the merchandise purchased. Only one of Pep Boys' suppliers accounted for more than 10% of its purchases. Federal-Mogul is a supplier to Pep Boys.

~~• Vicksburg, Mississippi — Horizon Vicksburg Casino~~8

Tropicana is a reporting company under the Exchange Act and files annual, quarterly and current reports and proxy and information statements. Each of these reports is separately filed with the SEC and is publicly available. Seasonality

~~Competition~~Federal-Mogul’s business is moderately seasonal because many North American OE customers typically close assembly plants for two weeks in July for model year changeovers, and for an additional week during the December holiday season. OE customers in Europe historically shut down vehicle production during portions of July and August and one week in December. Shut-down periods in the Rest of World generally vary by country. Our Automotive segments' aftermarket business experiences seasonal fluctuations in sales due to demands caused by weather and driving patterns. Historically, Federal-Mogul’s sales and operating profits have been the strongest in the second quarter.

~~Tropicana~~In ~~owns~~addition, ~~land-based~~IEH ~~and~~Auto's ~~riverboat~~sales ~~casino facilities in a number of U.S. casino entertainment jurisdictions. Tropicana competes with numerous casinos~~ and ~~casino~~operating ~~hotels~~profits ofhave ~~varying~~been ~~quality and size in~~ the ~~market~~strongest ~~areas where its properties are located and with other forms of legalized gaming~~ in the ~~United~~second ~~States, including state-sponsored lotteries, racetracks, jai alai, off-track wagering, video lottery and video poker terminals and card parlors~~quarter. Pep ~~Tropicana~~Boys' ~~also~~sales ~~competes with other non-gaming resorts~~ and ~~vacation~~operating ~~areas,~~profits ~~and~~are ~~with~~earned ~~various~~evenly ~~other~~throughout ~~entertainment~~the ~~businesses~~year. The casino entertainment business is characterized by competitors that vary considerably by their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity.

InImpact ~~most~~of ~~markets,~~Environmental Tropicana competes directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, Tropicana faces competition from nearby markets in addition to direct competition within its market areas. Regulations

10Our Automotive segments' operations, consistent with those of the manufacturing sector in general, are subject to numerous existing and proposed laws and governmental regulations designed to protect the environment, particularly regarding plant wastes and emissions and solid waste disposal. Capital expenditures for property, plant and equipment for environmental control activities did not have a material impact on our Automotive segments' financial position or cash flows in 2015 and are not expected to have a material impact on its financial position or cash flows in 2016.

~~TABLE~~Intellectual ~~OF CONTENTS~~Property

~~With~~Federal-Mogul ~~new~~holds ~~markets opening for development and decreased spending on leisure activities,~~ in ~~addition~~excess toof ~~overall economic conditions~~6,300 ~~competition~~patents inand ~~existing~~patent ~~markets~~applications ~~has~~on ~~intensified.~~a ~~Many~~worldwide ~~casino operators have invested in expanding existing facilities~~basis, ~~developing new facilities, and acquiring established facilities in existing markets. This expansion~~ of ~~existing~~which ~~casino~~more ~~entertainment~~than ~~properties~~1,200 ~~the~~have ~~increase~~been filed in the ~~number~~United ofStates. ~~properties~~Of ~~and~~ the ~~aggressive~~approximately ~~marketing~~6,300 ~~strategies~~patents ofand ~~many~~patent ofapplications, ~~Tropicana’s~~approximately ~~competitors~~30% ~~has~~are ~~increased competition~~ in ~~many~~production ~~markets~~use ~~in which it competes,~~ and/or ~~this~~are ~~intense~~licensed ~~competition is expected~~ to ~~continue.~~third ~~Tropicana~~parties, onand the ~~other hand,~~remaining ~~has~~70% ~~been~~are ~~largely~~being ~~unable~~considered tofor ~~invest~~future inproduction ~~the~~use ~~upkeep~~or ~~and~~provide ~~expansion~~a ofstrategic ~~its~~technological ~~properties~~benefit ~~due~~ to ~~limitations on capital expenditures resulting from cases that remain open in the bankruptcy proceedings, or Chapter 11 Cases~~Federal-Mogul.

~~Tropicana’s~~Federal-Mogul ~~operating~~does ~~results~~not ~~can~~materially berely ~~adversely~~on ~~affected~~any bysingle ~~costs~~patent, ~~associated~~nor ~~with~~will ~~advertising and promotions and complimentary services to patrons,~~ the ~~amount~~expiration ~~and timing~~ of ~~which~~any ~~may~~single bepatent ~~affected~~materially byaffect ~~the policies of~~ its ~~properties’ competitors and their efforts to keep pace with them~~business. ~~Going forward, if Tropicana~~Federal-Mogul’s ~~operating~~current ~~revenues~~patents ~~are~~expire ~~insufficient~~over tovarious ~~allow~~periods itinto ~~to match~~ the ~~promotions~~year of2036. ~~competitors,~~Federal-Mogul ~~the~~is ~~number~~actively ofintroducing ~~its~~and ~~casino~~patenting ~~patrons~~new ~~may~~technology ~~decline,~~to ~~which~~replace ~~may~~formerly ~~have~~patented atechnology ~~material~~before ~~adverse~~the ~~effect~~expiration onof ~~its~~the ~~financial~~existing ~~performance~~patents. In ~~addition~~the aggregate, ~~some of Tropicana~~Federal-Mogul’s ~~competitors~~worldwide ~~have~~patent ~~significantly~~portfolio ~~greater~~is ~~financial~~materially ~~resources~~important ~~than~~to itits ~~has,~~business ~~and~~because asit aenables ~~result Tropicana~~it ~~may not be able~~ to ~~successfully~~achieve ~~compete~~technological ~~with~~differentiation ~~them~~from inits ~~the future~~competitors.

~~Trademarks~~Federal-Mogul also maintains more than 6,600 active trademark registrations and applications worldwide. Over 90% of these trademark registrations and applications are in commercial use by Federal-Mogul or are licensed to third parties.

~~Tropicana~~IEH ~~uses~~Auto ~~a variety of trade names, service marks~~ and ~~trademarks~~Pep ~~and~~Boys ~~has~~do ~~all~~not ~~the~~hold ~~rights~~any ~~and licenses necessary to conduct its continuing operations~~patents. Tropicana has registered several service marks and trademarks with the U.S. Patent and Trademark Office or otherwise acquired the licenses to use those that are material to the conduct of its business. Tropicana owns the following registered trademarks or service marks: Horizon, MontBleu, River Palms, Aztar, Casino Aztar, Trop, Tropicana, Trop Park and the Quarter. Tropicana believes there are no other trademarks or service marks presently at use in its business that are material to its operations. See Item 3, Legal Proceedings, for further discussion.

~~Seasonality~~Employees

~~Tropicana’s~~Our ~~cash~~Automotive ~~flows~~segment ~~from~~had ~~operating~~approximately ~~activities~~57,437 ~~are~~employees ~~seasonal~~at inDecember 31, ~~nature.~~2015, ~~Operating~~of ~~results~~which ~~are~~53,700 ~~traditionally~~were ~~the~~employed ~~strongest~~by inFederal-Mogul ~~the third quarter~~ and ~~traditionally~~3,737 ~~the~~were ~~weakest~~employed ~~during~~by ~~the~~IEH ~~fourth quarter~~Auto. ~~Any~~As ~~excess~~of ~~cash~~February ~~flows~~4, ~~achieved~~2016, ~~from~~Pep ~~operations~~Boys ~~during~~had ~~the~~approximately ~~peak~~17,000 ~~seasons are used to subsidize non-peak seasons~~employees. ~~Performance in non-peak seasons is usually dependent on favorable weather and a long-weekend holiday calendar.~~

~~Governmental~~Various ~~Regulation~~unions represent approximately 28% of Federal-Mogul's U.S. hourly employees and approximately 87% of Federal-Mogul's non-U.S. hourly employees. With the exception of two facilities in the United States, most of Federal-Mogul's unionized manufacturing facilities have their own contracts with their own expiration dates, and as a result, no contract expiration date affects more than one facility.

~~The~~ ~~ownership~~Neither ~~and~~IEH ~~operation~~Auto ofnor ~~Tropicana’s~~Pep ~~gaming~~Boys ~~facilities~~had ~~are~~any ~~subject~~union ~~to pervasive regulation under the laws and regulations of each of the states in which it operates~~employees. Gaming laws generally are based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize state and local revenues derived through taxes and licensing fees imposed on the gaming industry participants as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry meet certain standards of character and fitness.

Typically, a state regulatory environment is established by statute and is administered by a regulatory agency with broad discretion to regulate, among other things, the affairs of owners, managers and persons with financial interests in gaming operations. Energy

~~Licensing~~Background

~~Gaming~~We ~~laws~~conduct ~~require~~our ~~Tropicana~~Energy ~~and~~segment ~~certain~~through ofour ~~its~~majority ~~subsidiaries,~~ownership ~~as well as its directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees and,~~ in some cases, certain of its shareholders (with respect to corporations), members (with respect to limited liability companies), and holders of debt securities, to obtain licenses, findings of suitability or other approvals from gaming authoritiesCVR. ~~Licenses~~We oracquired ~~findings of suitability typically require~~ a ~~determination~~controlling ~~that~~interest ~~the~~in ~~applicant~~CVR ison ~~suitable~~May ~~or otherwise qualifies to hold the license or the finding of suitability necessary to hold equity~~4, ~~debt securities or position with the gaming licensee or its affiliated entities~~2012. ~~Where not mandated~~

11CVR is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries through its holdings in CVR Refining, LP (“CVR Refining”) and CVR Partners, LP (“CVR Partners”), respectively. CVR Refining is an independent petroleum refiner and marketer of high value transportation fuels. CVR Partners produces nitrogen fertilizers in the form of urea ammonium nitrate ("UAN") and ammonia. As of December 31, 2015, CVR owned 100% of the general partners of CVR Refining and CVR Partners and approximately 66% of the outstanding common units of CVR Refining and 53% of the outstanding common units of CVR Partners. Subsequent to the completion of the pending mergers as discussed below, it is estimated that CVR will hold approximately 34% of the outstanding common units of CVR Partners and 100% of the general partner interest.

~~TABLE OF CONTENTS~~9

byOn ~~statute~~August 9, ~~rule~~2015, orCVR ~~regulation~~Partners entered into an Agreement and Plan of Merger with Rentech Nitrogen Partners, ~~gaming~~L.P. ~~authorities~~("Rentech ~~generally~~Nitrogen") ~~have~~and ~~broad~~Rentech ~~discretion~~Nitrogen inGP, ~~determining~~LLC ~~who~~("Rentech ~~must~~Nitrogen ~~come~~GP"), ~~forward~~pursuant ~~for~~to ~~suitability~~which CVR Partners would acquire Rentech Nitrogen and ~~whether~~Rentech anNitrogen ~~applicant~~GP ~~qualifies~~by ~~for~~merging ~~licensing~~two ornewly-created ~~should~~direct bewholly-owned ~~deemed~~subsidiaries ~~suitable~~of orCVR ~~otherwise~~Partners ~~qualified~~with and into those entities with Rentech Nitrogen and Rentech Nitrogen GP continuing as surviving entities and wholly-owned subsidiaries of CVR Partners (together, the "CVR Partners Mergers"). Refer to Note 3, "Operating Units - Energy," to the consolidated financial statements for further discussion of the CVR Partners Mergers.

~~Other~~CVR ~~Regulations~~is a reporting company under the Exchange Act and files annual, quarterly and current reports, proxy statements and other information with the SEC that are publicly available.

~~Tropicana~~As isof ~~subject~~December 31, ~~to various federal~~2015, ~~state~~Icahn ~~and~~Enterprises ~~local~~owned ~~laws and regulations~~82.0% ~~These~~of ~~laws~~the ~~and~~total ~~regulations~~outstanding ~~include,~~common ~~but~~stock ~~are~~of ~~not~~CVR. ~~limited~~In toaddition, ~~reporting~~as ~~and record-keeping requirements, review and approval~~ of ~~gaming authorities of certain transactions~~December 31, ~~restrictions and conditions concerning alcoholic beverages~~2015, ~~environmental~~we ~~matters,~~directly ~~currency~~owned ~~transactions,~~approximately ~~employees, taxation, zoning and building codes, marketing and advertising~~4.0% ~~Such~~of ~~laws and regulations could change or could be interpreted differently in~~ the ~~future,~~total oroutstanding ~~new~~common ~~laws~~units ~~and~~of ~~regulations~~CVR ~~could be enacted~~Refining. ~~Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect Tropicana’s business.~~

~~Employees~~Petroleum Business

AsThe ofpetroleum ~~December~~business ~~31,~~consists ~~2010, Tropicana had approximately 7,200 employees and had collective bargaining agreements with several unions covering approximately 2,500~~ of ~~those~~our ~~employees, substantially all of whom are employed at Tropicana AC~~ and ~~Belle~~CVR's ofinterest ~~Baton Rouge. In addition, a collective bargaining agreement was ratified~~ in ~~January~~CVR ~~2011 with a union on behalf of approximately 190 casino dealers at Casino Aztar Evansville~~Refining.

~~Railcar~~CVR's petroleum business includes a 115,000 barrels per calendar day ("bpcd") rated capacity complex full coking medium-sour crude oil refinery in Coffeyville, Kansas and a 70,000 bpcd rated capacity complex crude oil refinery in Wynnewood, Oklahoma. The combined crude capacity represents approximately 22% of the region's refining capacity. The Coffeyville refinery located in southeast Kansas is approximately 100 miles from Cushing, Oklahoma, a major crude oil trading and storage hub. The Wynnewood refinery is located approximately 65 miles south of Oklahoma City, Oklahoma and approximately 130 miles from Cushing, Oklahoma.

~~Background~~The petroleum business also includes the following auxiliary operating assets:

On• ~~January~~Crude ~~15,~~Oil ~~2010,~~Gathering weSystem. ~~acquired~~The petroleum business owns and operates a ~~54.3%~~crude ~~controlling~~oil ~~interest~~gathering insystem ~~American~~serving ~~Railcar~~Kansas, ~~Industries~~Nebraska, ~~Inc.~~Oklahoma, orMissouri, ~~ARI~~Colorado and Texas. The gathering system includes approximately 336 miles of active owned and leased pipelines and approximately 150 crude oil transports and associated storage facilities, which allows it to gather crude oils from ~~affiliates~~independent ofcrude ~~Mr.~~oil ~~Icahn~~producers. The ~~acquisition~~crude ofoil ~~ARI~~gathering system has ~~been~~a ~~treated~~gathering ascapacity anof ~~acquisition~~over of65,000 barrels per day ("bpd"). Gathered crude oil provides an ~~entity~~attractive ~~under~~and ~~common~~competitive ~~control~~base ~~that~~supply ~~requires~~of uscrude tooil ~~consolidate~~for the ~~financial~~Coffeyville ~~results~~and ofWynnewood ~~ARI~~refineries. onDuring 2015, the petroleum business gathered an ~~as-if-pooling~~average ~~basis.~~of approximately 69,000 bpd.

~~Business~~• Pipelines and Storage Tanks. The petroleum business owns a proprietary pipeline system capable of transporting approximately 170,000 bpd of crude oil from its Broome Station facility located near Caney, Kansas to its Coffeyville refinery. Crude oils sourced outside of the proprietary gathering system are delivered by common carrier pipelines into various terminals in Cushing, Oklahoma, where they are blended and then delivered to the Broome Station tank farm via a pipeline owned by Plains Pipeline L.P. ("Plains"). The petroleum business owns approximately (i) 1.5 million barrels of crude oil storage capacity that supports the gathering system and the Coffeyville refinery, (ii) 0.9 million barrels of crude oil storage capacity at the Wynnewood refinery and (iii) 1.5 million barrels of crude oil storage capacity in Cushing, Oklahoma. The petroleum business also leases additional crude oil storage capacity of approximately (iv) 2.8 million barrels in Cushing, (v) 0.2 million barrels in Duncan, Oklahoma and (vi) 0.1 million barrels at the Wynnewood refinery. In addition to crude oil storage, the petroleum business owns over 4.5 million barrels of combined refined products and feedstocks storage capacity.

~~ARI~~Crude ~~is a leading North American designer~~ and ~~manufacturer~~Feedstock of hopper and tank railcars. ARI also leases, repairs and refurbishes railcars, provides fleet management services and designs and manufactures certain railcar and industrial components. ARI provides its railcar customers with integrated solutions through a comprehensive set of high-quality products and related services. Supply

~~ARI~~The ~~operates~~Coffeyville inrefinery ~~two~~has ~~business~~the ~~groups:~~capability ~~manufacturing~~to ~~operations~~process ~~and~~blends ~~railcar~~of ~~services~~a variety of crude oil ranging from heavy sour to light sweet crude oil. ~~Manufacturing~~Currently, ~~operations~~the ~~consist~~Coffeyville refinery crude oil slate consists of ~~railcar~~a ~~manufacturing,~~blend ~~railcar~~of ~~leasing~~mid-continent domestic grades and ~~railcar~~various Canadian medium and ~~industrial~~heavy ~~component~~sours, ~~manufacturing~~and it has recently introduced North Dakota Bakken and other similarly sourced crudes into its crude slate. ~~Railcar~~While ~~services~~crude ~~consists~~oil has historically constituted over 90% of ~~railcar~~the ~~repair~~Coffeyville refinery's total throughput over the last five years, ~~refurbishment~~other feedstock inputs include normal butane, natural gasoline, alkylation feeds, naphtha, gas oil and ~~fleet~~vacuum ~~management~~tower ~~services~~bottoms.

~~ARI~~The isWynnewood refinery has the capability to process blends of a ~~reporting~~variety ~~company~~of ~~under~~crude ~~the~~oil ~~Exchange~~ranging ~~Act~~from ~~and~~medium ~~files~~sour ~~annual~~to light sweet crude oil, ~~quarterly~~although ~~and~~isobutane, ~~current~~gasoline ~~reports~~components, and ~~proxy~~normal ~~and~~butane ~~information~~are ~~statements~~also typically used. ~~Each~~Historically most of ~~these~~the ~~reports~~Wynnewood isrefinery's ~~separately~~crude ~~filed~~oil ~~with~~has been acquired domestically, mainly from Texas and Oklahoma, but the ~~SEC~~refinery can also access and isprocess ~~publicly~~various ~~available.~~light and medium Canadian grades.

~~Customers~~Crude oil is supplied to the Coffeyville and Wynnewood refineries through the wholly-owned gathering system and by pipeline. The petroleum business has continued to increase the number of barrels of crude oil supplied through its crude oil gathering system in 2015 and it now has the capacity of supplying over 65,000 bpd of crude oil to the refineries. For the year

ARI’s primary customers include companies that purchase railcars for lease by third parties, or leasing companies, industrial companies and those that use railcars for freight transport, or shippers, and Class I railroads. In servicing this customer base, ARI believes its integrated railcar repair, refurbishment and fleet management services and its railcar components manufacturing business help it further penetrate the general railcar manufacturing market. In addition, ARI now offers its customers the opportunity to lease railcars. These products and services provide ARI with cross-selling opportunities and insights into its customers’ railcar needs that they use to improve its products and services and enhance its reputation. 10

~~Products~~ended December 31, 2015, the gathering system supplied approximately 39% of both of the Coffeyville and ~~Services~~Wynnewood refineries' crude oil demand.

~~ARI~~Crude ~~designs,~~Oil ~~manufactures~~Supply and leases special, customized and general purpose railcars and a wide range of components primarily for the North American railcar and industrial markets. ARI also supports the railcar industry through a variety of integrated railcar services, including repair, maintenance, consulting, engineering and fleet management services. Agreement

12On August 31, 2012, Coffeyville Resources Refining and Marketing, LLC ("CRRM") and Vitol Inc. ("Vitol") entered into an Amended and Restated Crude Oil Supply Agreement (as amended, the "Vitol Agreement"). Under the Vitol Agreement, Vitol supplies the petroleum business with crude oil and intermediation logistics, which helps the petroleum business to reduce its inventory position and mitigate crude oil pricing risk. The Vitol Agreement will automatically renew for successive one-year terms (each such term, a "Renewal Term") unless either party provides the other with notice of nonrenewal at least 180 days prior to expiration of any Renewal Term. The Vitol Agreement currently extends through December 31, 2016.

~~TABLE~~Marketing OFand ~~CONTENTS~~Distribution

~~ARI~~The ~~primarily~~petroleum ~~manufactures~~business ~~two~~focuses ~~types~~its ofCoffeyville ~~railcars~~petroleum product marketing efforts in the central mid-continent area, ~~hopper~~because ~~railcars~~of its relative proximity to the refinery and ~~tank~~pipeline ~~railcars,~~access. ~~but~~Coffeyville also has access to the ~~ability~~Rocky Mountain area. Coffeyville engages in rack marketing, which is the supply of product through tanker trucks directly to ~~produce~~customers ~~additional~~located ~~railcar~~in ~~types~~close geographic proximity to the refinery and to customers at throughput terminals on the refined products distribution systems of Magellan and NuStar. ~~ARI~~Coffeyville also ~~manufactures~~makes ~~various~~bulk ~~components~~sales ~~for~~(sales ~~railcar~~into ~~and~~third-party ~~industrial~~pipelines) into the mid-continent markets and other destinations utilizing the product pipeline networks owned by Magellan Midstream Partners, L.P. ("Magellan"), Enterprise Products Partners, L.P. and NuStar Energy, L.P. The outbound Enterprise Pipeline Red Line provides Coffeyville with access to the NuStar Refined Products Pipeline system. This allows gasoline and ULSD product sales from Kansas up into North Dakota.

~~ARI’s~~The ~~primary~~Wynnewood ~~railcar~~refinery ~~services~~ships ~~are~~its ~~repair,~~finished ~~refurbishment~~product ~~and~~via ~~fleet~~pipeline, ~~management~~railcar, ~~services~~and truck. ~~Its~~It ~~primary~~focuses ~~customers~~its ~~for~~efforts ~~these~~in ~~services~~the ~~are~~southern ~~leasing~~portion ~~companies~~of ~~and~~the ~~shippers.~~Magellan ~~ARI~~system ~~can~~which ~~service~~covers ~~the~~all ~~entire~~of ~~railcar~~Oklahoma, ~~fleets~~parts of ~~its~~Arkansas ~~customers,~~as ~~including~~well ~~railcars~~as ~~manufactured~~eastern byMissouri, and all other ~~companies~~Magellan terminals. ~~ARI’s~~The ~~railcar~~pipeline ~~services~~system ~~provide~~is italso ~~insight~~able ~~into~~to ~~its~~flow ~~customers’~~in ~~railcar~~the ~~needs~~opposite ~~that~~direction, itproviding ~~can~~access ~~use~~ to ~~improve~~Texas ~~its~~markets ~~products.~~as ~~These~~well ~~services~~as some adjoining states with pipeline connections. Wynnewood also ~~may~~sells ~~create~~jet ~~new~~fuel ~~customer~~to ~~relationships~~the ~~and~~U.S. ~~enhance~~Department ~~relationships~~of ~~with~~Defense via its ~~existing~~segregated ~~customers.~~truck rack and can offer asphalts, solvents and other specialty products via both truck and rail.

~~Competition~~Customers

~~The~~Customers ~~railcar~~for ~~manufacturing~~the ~~industry~~refined ~~has~~petroleum ~~historically~~products ~~been~~primarily ~~extremely~~include ~~competitive~~retailers, railroads, and ~~has~~farm ~~become~~cooperatives ~~even~~and ~~more~~other sorefiners/marketers ~~due~~in toGroup ~~the~~3 ~~current~~of ~~economic~~the ~~environment~~PADD ~~driven~~II byregion ~~increased~~because ~~pricing~~of ~~pressures~~their ~~from~~relative ~~customers.~~proximity ~~ARI~~to ~~competes~~the ~~primarily~~refineries ~~with~~and ~~Trinity~~pipeline ~~Industries, Inc~~access., ~~or Trinity,~~ The ~~Greenbrier~~petroleum ~~Companies,~~business ~~Inc.,~~sells orbulk ~~Greenbrier,~~products ~~and~~to ~~National~~long-standing ~~Steel~~customers ~~Car~~at ~~Limited~~spot inmarket ~~the~~prices ~~hopper~~based ~~railcar~~on ~~market~~a ~~and~~Group ~~with~~3 ~~Trinity,~~basis ~~Greenbrier~~differential ~~and~~to ~~Union~~prices ~~Tank~~quoted ~~Car~~on ~~Company~~the inNew ~~the~~York ~~tank~~Mercantile ~~railcar~~Exchange ~~market.~~("NYMEX"), ~~Competitors~~which ~~have~~are ~~and~~reported ~~may~~by ~~continue~~industry tomarket-related ~~expand~~indices ~~their~~such ~~capabilities~~as ~~into~~Platts ~~ARI’s~~and ~~focused~~Oil ~~railcar~~Price ~~markets.~~Information Service.

~~Employees~~The petroleum business also has a rack marketing business supplying product through tanker trucks directly to customers located in proximity to the Coffeyville and Wynnewood refineries, as well as to customers located at throughput terminals on refined products distribution systems run by Magellan and NuStar. Rack sales are at posted prices that are influenced by competitor pricing and Group 3 spot market differentials. Additionally, the Wynnewood refinery supplies jet fuel to the U.S. Department of Defense. For the year ended December 31, 2015, the two largest customers accounted for approximately 14% and 9% of the petroleum business net sales and approximately 53% of the petroleum business net sales were made to its ten largest customers.

As of December 31, 2010, ARI had 1,598 full-time employees in various locations throughout the United States and Canada, of which approximately 18.0% were covered by domestic collective bargaining agreements at two of ARI’s repair facilities and at its Texas steel foundry. Two of these collective bargaining agreements covering approximately 6.7% of ARI’s full-time employees expired during fiscal 2010 and new collective bargaining agreements were successfully negotiated. A collective bargaining agreement covering approximately 11.3% of ARI’s full-time employees will expire in April 2011. Competition

~~Food~~The ~~Packaging~~petroleum business competes primarily on the basis of price, reliability of supply, availability of multiple grades of products and location. The principal competitive factors affecting its refining operations are cost of crude oil and other feedstock costs, refinery complexity, refinery efficiency, refinery product mix and product distribution and transportation costs. The location of the refineries provides the petroleum business with a reliable supply of crude oil and a transportation cost advantage over its competitors. The petroleum business primarily competes against five refineries operated in the mid-continent region. In addition to these refineries, the refineries compete against trading companies, as well as other refineries located outside the region that are linked to the mid-continent market through an extensive product pipeline system. These competitors include refineries located near the Gulf Coast and the Texas panhandle region. The petroleum business refinery competition also includes branded, integrated and independent oil refining companies, such as Phillips 66 Company, HollyFrontier Corporation, CHS Inc., Valero Energy Corporation and Flint Hills Resources LLC.

~~Background~~Seasonality

OnThe ~~January~~petroleum ~~15,~~business ~~2010,~~experiences weseasonal ~~acquired~~effects aas ~~71.4%~~demand ~~controlling~~for ~~interest~~gasoline products is generally higher during the summer months than during the winter months due to seasonal increases in ~~Viskase~~highway ~~Companies,~~traffic ~~Inc~~and road construction work., orDemand ~~Viskase,~~for ~~from~~diesel ~~affiliates~~fuel ofis ~~Mr.~~higher ~~Icahn.~~during ~~The~~the ~~acquisition~~planting ofand ~~Viskase~~harvesting ~~has~~seasons. ~~been~~As ~~treated~~a asresult, anthe ~~acquisition~~petroleum business' results of anoperations ~~entity~~for ~~under~~the ~~common~~first ~~control~~and ~~that~~fourth ~~requires~~calendar usquarters toare ~~consolidate~~generally ~~the~~lower ~~financial~~compared to its results offor ~~Viskase~~the onsecond anand ~~as-if-pooling~~third ~~basis.~~calendar

~~Business~~11

~~Viskase~~quarters. isIn aaddition, ~~worldwide~~unseasonably ~~leader~~cool weather in the ~~production~~summer months and/or ~~sale~~unseasonably ofwarm ~~cellulosic,~~weather ~~fibrous~~in ~~and~~the ~~plastic~~winter ~~casings~~months ~~for~~in the ~~processed~~markets ~~meat~~in ~~and~~which ~~poultry~~the ~~industry.~~petroleum ~~Viskase~~business ~~operates~~sells ~~seven~~its ~~manufacturing~~petroleum ~~facilities~~products ~~and~~can ~~nine~~impact ~~distribution~~the ~~centers~~demand ~~throughout~~for ~~North~~gasoline ~~America, Europe~~ and ~~South~~diesel ~~America~~fuel. ~~Viskase~~The ~~provides~~demand ~~value-added support services relating to these products~~ for ~~some~~asphalt ofis ~~the~~also ~~world’s~~seasonal ~~largest~~and ~~global consumer products companies. Viskase believes it~~ is ~~one~~generally ofhigher ~~the~~during ~~two largest worldwide producers of non-edible cellulosic casings for processed meats and one of~~ the ~~three~~months ~~largest manufacturers~~ of ~~non-edible~~March ~~fibrous~~through ~~casings~~October.

~~Business~~Nitrogen ~~Strategy~~Fertilizer Business

~~Viskase’s~~CVR ~~business~~owns ~~strategy~~its isnitrogen tofertilizer ~~continue~~business tothrough ~~improve~~its ~~operational~~interest ~~efficiencies,~~in ~~product~~CVR ~~quality~~Partners. ~~and~~The ~~throughput~~nitrogen byfertilizer ~~upgrading~~business ~~existing~~is ~~production~~the ~~facilities~~only ~~and~~nitrogen ~~adding~~fertilizer ~~resources~~plant in ~~high~~North ~~growth~~America ~~markets~~that ~~through~~utilizes ~~new~~a ~~capital~~pet ~~investments.~~coke ~~Viskase~~gasification ~~has~~process ~~been~~to ~~successful~~produce innitrogen ~~implementing~~fertilizer ~~production~~products, ~~cost~~which ~~savings~~are ~~initiatives~~used ~~and~~primarily ~~will~~by ~~continue~~farmers to ~~pursue~~improve ~~similar~~the ~~opportunities~~yield ~~that~~and ~~enhance~~quality ~~its~~of ~~profitability~~their crops. The nitrogen fertilizer facility includes a 1,300 ton-per-day ammonia unit, a 3,000 ton-per-day UAN unit and ~~competitive~~a ~~positioning~~gasifier ascomplex having a ~~leader~~capacity inof ~~the~~89 ~~casing~~million ~~market~~standard cubic feet per day of hydrogen. The ~~Opportunities~~nitrogen tofertilizer ~~reduce~~business' ~~extrusion,~~principal ~~shirring~~products are UAN and ~~printing~~ammonia ~~waste~~which are ~~also~~manufactured ~~feasible~~ at ~~several~~its offacility ~~Viskase’s~~in ~~facilities~~Coffeyville, ~~through~~Kansas ~~upgraded~~and ~~equipment~~sold ~~and~~on ana ~~ongoing~~wholesale ~~effort~~basis. The tonitrogen ~~redefine~~fertilizer business' product ~~mix.~~sales are heavily weighted toward UAN.

~~International~~Raw Material Supply

~~Viskase~~ The ~~has~~nitrogen ~~five~~fertilizer ~~manufacturing~~facility's orprimary ~~finishing~~input ~~facilities~~is ~~located~~pet ~~outside~~coke. ~~the~~In ~~continental~~contrast, ~~United~~substantially ~~States:~~all ~~Monterrey,~~of ~~Mexico;~~the ~~Beauvais,~~nitrogen ~~France;~~fertilizer ~~Thaon-les-Vosges,~~business' ~~France;~~competitors ~~Caronno,~~use ~~Italy;~~natural ~~and~~gas ~~Guarulhos,~~as ~~Brazil.~~their ~~Viskase~~primary ~~continues~~raw tomaterial ~~explore~~feedstock. ~~opportunities~~Historically, topet ~~expand~~coke inhas ~~emerging~~been ~~markets.~~less ~~Net~~expensive ~~sales~~than ~~from~~natural ~~customers~~gas ~~located~~on ~~outside~~a ~~the~~per ~~United~~ton ~~States~~of ~~represented~~fertilizer ~~approximately~~produced ~~69%~~basis. ofThe ~~its~~nitrogen ~~total~~fertilizer ~~net~~facility's ~~sales~~pet incoke ~~fiscal~~gasification ~~2010.~~process ~~Viskase’s~~results ~~operations~~ in ~~France~~a ~~are~~significantly ~~responsible~~higher ~~for~~percentage ~~distributing~~of ~~products,~~fixed ~~directly~~costs orthan ~~through~~a ~~distributors,~~natural ingas-based ~~Europe,~~fertilizer plant.

13During the past five years, over 70% of the nitrogen fertilizer business' pet coke requirements on average were supplied by CVR Refining's adjacent crude oil refinery pursuant to a renewable long-term agreement. Historically the nitrogen fertilizer business has obtained the remainder of its pet coke requirements from third parties such as other Midwestern refineries or pet coke brokers at spot-prices. CVR Partners is party to a pet coke supply agreement with HollyFrontier Corporation. The term of this agreement expires in December 2016. If necessary, the gasification process can be modified to operate on coal as an alternative, which provides an additional raw material source. There are significant supplies of coal within a 60-mile radius of the nitrogen fertilizer plant.

~~TABLE~~Distribution, OFSales ~~CONTENTS~~and Marketing

~~Africa,~~The ~~the~~primary ~~Middle~~geographic ~~East~~markets ~~and~~for ~~parts~~the ofnitrogen ~~Asia.~~fertilizer ~~While~~business' ~~overall~~fertilizer ~~consumption~~products ofare ~~processed~~Kansas, ~~meat~~Missouri, ~~products~~Nebraska, inIowa, ~~North~~Illinois, ~~America~~Colorado and ~~Western~~Texas. ~~Europe~~The isnitrogen ~~stable,~~fertilizer ~~there~~business ismarkets athe ~~potential~~UAN ~~for~~products ~~market~~to ~~growth~~agricultural incustomers ~~Eastern~~and ~~Europe,~~the ~~South~~ammonia ~~America~~products ~~and~~to ~~the~~industrial ~~Asia~~and ~~Pacific~~agricultural ~~region~~customers.

~~Employees~~UAN and ammonia are distributed by truck or by railcar. If delivered by truck, products are sold on a freight-on-board basis, and freight is normally arranged by the customer. The nitrogen fertilizer business leases and owns a fleet of railcars for use in product delivery. The nitrogen fertilizer business operates eight rail loading and two truck loading racks for UAN. It also operates four rail loading and two truck loading racks for ammonia.

AsThe nitrogen fertilizer business owns all of ~~December~~the 31truck and rail loading equipment at the nitrogen fertilizer facility. The nitrogen fertilizer business also utilizes two separate UAN storage tanks and related truck and railcar load-out facilities. Each of these facilities, ~~2010~~located in Phillipsburg and Dartmouth, ~~Viskase~~Kansas, ~~employed~~has 1a UAN storage tank that has a capacity of two million gallons,~~731~~ ~~persons~~or ~~worldwide~~approximately 10,000 ~~including~~tons. The Phillipsburg property that the terminal was constructed on is owned by a subsidiary of CVR Refining, which operates the terminal. The Dartmouth terminal is located on leased property owned by the Pawnee County Cooperative Association, which operates the terminal. The purpose of the UAN terminals is to collectively distribute approximately ~~870~~40,000 ~~employees~~tons ~~covered~~of ~~under~~UAN ~~union~~fertilizer ~~agreements~~annually.

~~Metals~~The nitrogen fertilizer business markets agricultural products to destinations that produce strong margins. The UAN market is primarily located near the Union Pacific Railroad lines or destinations that can be supplied by truck. The ammonia market is primarily located near the Burlington Northern Santa Fe or Kansas City Southern Railroad lines or destinations that can be supplied by truck.

~~Background~~The nitrogen fertilizer business often uses forward sales of fertilizer products to optimize its asset utilization, planning process and production scheduling. These sales are made by offering customers the opportunity to purchase product on a forward basis at prices and delivery dates that it proposes. The nitrogen fertilizer business uses this program to varying degrees during the year and between years depending on market conditions and has the flexibility to increase or decrease forward sales depending on management's view as to whether price environments will be increasing or decreasing. Fixing the selling prices of nitrogen fertilizer products months in advance of their ultimate delivery to customers typically causes the nitrogen fertilizer business reported selling prices and margins to differ from spot market prices and margins available at the time of shipment.

We conduct our Metals segment through PSC Metals Inc., or PSC Metals, our indirectly wholly owned subsidiary. On November 5, 2007, we acquired, through a wholly owned subsidiary, all of the issued and outstanding capital stock of PSC Metals for $335 million in cash from Philip Services Corporation, which is controlled by Mr. Icahn. PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-ferrous metals. Customers

~~PSC~~The ~~Metals~~nitrogen ~~collects~~fertilizer ~~industrial~~business ~~and~~sells ~~obsolete~~UAN ~~scrap~~products ~~metal, processes it into reusable forms, and supplies the recycled metals~~ to ~~its~~retailers ~~customers, including electric-arc furnace mills, integrated steel mills, foundries, secondary smelters~~ and ~~metals brokers~~distributors. ~~These~~In ~~services are provided through PSC Metals’ recycling facilities located in eight states. PSC Metals’ ferrous products include shredded~~addition, ~~sheared~~it ~~and~~sells ~~bundled~~ammonia ~~scrap~~to ~~metal~~agricultural and ~~other~~industrial ~~purchased scrap metal such as turnings (steel machining fragments), cast furnace iron and broken furnace iron and processes them into a size, density and purity required by~~ customers ~~to meet their production needs~~. ~~PSC~~Some ~~Metals~~of ~~also~~its ~~processes~~larger ~~non-ferrous~~customers ~~metals~~include ~~including~~Crop ~~aluminum,~~Production ~~copper~~Services, ~~brass, stainless steel and nickel-bearing metals~~Inc. Non-ferrous products are a significant raw material in the production of aluminum and copper alloys used in manufacturing. PSC Metals also operates a secondary products business that includes the supply of secondary plate and pipe that is sold into niche markets for counterweights, ~~piling~~Gavilon ~~and foundations, construction materials and infrastructure end-markets.~~

The distressed global economic conditions that began in the second half of fiscal 2008 continued to challenge the steel market in fiscal 2010. Although steel mill operating rates improved in fiscal 2010 compared to fiscal 2009, demand for scrap continued to be relatively weak and volatile. We cannot predict whether, or how long, current market conditions will continue to persist. PSC Metals believes its cost structure is in line with the current market environment. 12

~~The~~Fertilizer, LLC, ~~Ferrous~~Interchem, ~~Scrap~~J.R. ~~Metal~~Simplot, ~~Business~~Inc., MFA Incorporated and United Suppliers, Inc. Given the nature of its business, and consistent with industry practice, the nitrogen fertilizer business does not have long-term minimum purchase contracts with its UAN and ammonia customers.

~~PSC~~For ~~Metals~~the ~~purchases~~year ~~processed~~ended ~~and~~December 31, ~~unprocessed ferrous scrap metal from various sources~~2015, ~~including individuals and traditional scrap yards as well as industrial manufacturers who recycle~~ the ~~scrap~~top ~~from~~five ~~their~~customers ~~metal-forming~~of ~~processes and steel mills who look to PSC Metals to remarket secondary product they would otherwise scrap. PSC Metals sets~~ the ~~price~~nitrogen ~~paid~~fertilizer tobusiness ~~its~~in ~~suppliers based on market factors such as~~ the ~~demand~~aggregate ~~and~~represented ~~price~~39% ~~for processed material and on the underlying metal content~~ of the ~~scrap~~nitrogen ~~material~~fertilizer ~~being~~business' ~~purchased.~~net ~~Changes in scrap prices could cause the collection rates of scrap to increase (when prices are higher) or decrease (when prices are lower)~~sales. The ~~variation~~nitrogen infertilizer ~~prices~~business' ~~and~~top ~~collection~~two ~~rates~~customers ~~can~~accounted have a significant effect on sales volumes through PSC Metals’ scrap yards. Scrap material is processed in PSC Metals’ recycling yards where it is shredded, cut, broken, sheared, sorted and classified for ~~use~~approximately as14% ~~raw material in the steel-making process. PSC Metals then sells processed ferrous scrap to end-users such as steel producing mini-mills~~ and ~~integrated steel makers and foundries~~10%, ~~as well as brokers who aggregate materials for other large users. Additionally~~respectively, ~~a significant amount~~ of ~~valuable, non-ferrous metal is also recovered as a by-product of~~ the ~~shredding~~nitrogen ~~process,~~fertilizer ~~which~~business' isnet ~~sold separately as discussed below~~sales.

~~The Non-ferrous Scrap Metal Business~~Competition

~~The~~Competition ~~primary~~in ~~non-ferrous~~the ~~commodities~~nitrogen ~~that~~fertilizer ~~PSC~~industry ~~Metals~~is ~~recycles~~dominated ~~are~~by ~~aluminum,~~price ~~copper,~~considerations. ~~brass~~However, ~~stainless~~during ~~steel~~the spring and ~~other~~fall ~~nickel-bearing~~application ~~metals.~~seasons, ~~The~~farming ~~geographic~~activities ~~markets~~intensify ~~for~~and ~~non-ferrous~~delivery ~~scrap~~capacity ~~tend~~is toa besignificant ~~larger~~competitive ~~than~~factor. ~~those~~The ~~for~~nitrogen ~~ferrous~~fertilizer ~~scrap~~business ~~due~~maintains toa ~~the~~large ~~higher~~fleet ~~selling prices~~ of ~~non-ferrous~~leased ~~metals~~and ~~relative~~owned torailcars ~~their~~and ~~weight,~~seasonally ~~which~~adjusts ~~justify~~inventory ~~the~~to ~~cost~~enhance ofits ~~shipping~~manufacturing ~~over~~and ~~greater~~distribution ~~distances~~operations. ~~Non-ferrous scrap is typically sold on a spot basis, either~~

14The nitrogen fertilizer business' major competitors include Agrium, Inc.; Koch Nitrogen Company, LLC; Potash Corporation of Saskatchewan, Inc.; CF Industries Holdings, Inc. and Terra Nitrogen Company, LP. Domestic competition is intense due to customers' sophisticated buying tendencies and competitor strategies that focus on cost and service. The nitrogen fertilizer business also encounters competition from producers of fertilizer products manufactured in foreign countries. In certain cases, foreign producers of fertilizer who export to the United States may be subsidized by their respective governments.

~~TABLE~~Based OFon ~~CONTENTS~~third-party expert data regarding total United States demand for UAN and ammonia, CVR Partners estimates that its nitrogen fertilizer plant's UAN capacity in 2015 represented approximately 7% of total U.S. UAN demand and that the net ammonia produced and marketed at its facility represented less than 1% of total U.S. ammonia demand.

directly or through brokers, to intermediate or end-users, which include smelters, foundries and aluminum sheet and ingot manufacturers. Prices for non-ferrous scrap are driven by demand for finished non-ferrous metal goods and by the general level of economic activity, with prices generally related to the price of the primary metal on the London Metals Exchange or the New York Commodity Exchange. Seasonality

~~Strategy~~Because the nitrogen fertilizer business primarily sells agricultural commodity products, its business is exposed to seasonal fluctuations in demand for nitrogen fertilizer products in the agricultural industry. As a result, the nitrogen fertilizer business typically generates greater net sales in the first half of each calendar year, which is referred to as the planting season, and its net sales tend to be lower during the second half of each calendar year, which is referred to as the fill season.

~~PSC~~Environmental Metals is focused on growing its core scrap business; improving operating efficiencies through better use of its assets; lowering its cost structure; and continuing to expand its non-ferrous business through both acquisition and organic growth. PSC Metals seeks to acquire companies that will enable it to increase and maintain a consistent supply of scrap; improve operating density and capture efficiencies associated with an appropriate level of vertical integration. Matters

~~Raw~~CVR's ~~Materials/Competition~~petroleum and nitrogen fertilizer businesses are subject to extensive and frequently changing federal, state and local, environmental and health and safety laws and regulations governing the emission and release of hazardous substances into the environment, the treatment and discharge of waste water, the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline and diesel fuels. These laws and regulations, their underlying regulatory requirements and the enforcement thereof impact the petroleum business and operations and the nitrogen fertilizer business and operations by imposing:

~~The~~• ~~scrap~~restrictions metal recycling industry is highly competitive, cyclical in nature and commodity-based. Operating results tend to reflect and be amplified by changes in general economic conditions, which in turn drive domestic manufacturing and the consumption of scrap in the production of steel and foundry products. The demand for product and production activity of PSC Metals’ scrap consumers drives market pricing levels in PSC Metals’ ferrous and non-ferrous scrap sales. Demand is driven by mill production schedules related to regional manufacturing requirements and service center stocking levels. Due to its low price-to-weight ratio, raw ferrous scrap is generally purchased locally. Ferrous scrap prices are local and regional in nature. Where there are overlapping regional markets, however, the prices do not tend to differ significantly between the regions due to the ability of companies to ship scrap metal from one region to another. The most significant limitation on ~~the~~operations ~~size~~or of the ~~geographic~~need ~~market for the procurement of ferrous scrap is the transportation cost. This leads~~ to ~~significant~~install ~~fluctuations~~enhanced inor ~~demand~~additional and pricing for PSC Metals’ products. The secondary products business is less cyclical but is affected by the rate of secondary product generated by steel mills generating these products and the market demands in plate and pipe markets. controls;

~~Customers~~• the need to obtain and comply with permits, licenses and authorizations;

~~PSC~~• ~~Metals~~requirements ~~had~~for ~~five~~the ~~customers~~investigation inand ~~fiscal~~remediation ~~2010 that represented approximately 45%~~ of ~~its~~contaminated ~~net~~soil ~~sales,~~and ~~two~~groundwater ofat ~~which~~current ~~individually accounted for 13%~~ and ~~12%,~~former ~~respectively,~~facilities of(if ~~our~~any) ~~Metals~~and ~~segment’s~~liability ~~net sales. No other customer accounted~~ for ~~more~~off-site ~~than~~waste ~~10%~~disposal oflocations; ~~our Metals segment’s net sales in fiscal 2010.~~ and

~~Employees~~• specifications for the products marketed by the petroleum business and the nitrogen fertilizer business, primarily gasoline, diesel fuel, UAN and ammonia.

AsCVR's ofoperations ~~December~~require 31numerous permits, ~~2010~~licenses and authorizations. Failure to comply with these permits or environmental laws and regulations could result in fines, ~~PSC~~penalties ~~Metals~~or ~~employed~~other ~~938~~sanctions ~~persons~~or a revocation of CVR's permits. In addition, ~~including~~the ~~137~~laws ~~employees~~and ~~covered~~regulations to which CVR is subject are often evolving and many of them have become more stringent or have become subject to more stringent interpretation or enforcement by ~~collective~~federal ~~bargaining~~or ~~agreements~~state agencies. The ultimate impact on CVR's compliance with evolving laws and regulations is not always clearly known or determinable due in part to the fact that its operations may change over time and certain implementing regulations for laws, such as the federal Clean Air Act, have not yet been finalized, are under governmental or judicial review or are being revised. These laws and regulations could result in increased capital, operating and compliance costs.

~~Real~~Renewable ~~Estate~~Fuel Standards

~~Background~~Refer to Part I, Item 1A, Risk Factors-Energy, If sufficient renewable identification numbers ("RINs") are unavailable for purchase, if the petroleum business has to pay a significantly higher price for RINs or if the petroleum business is otherwise unable to meet the EPA's RFS mandates, the petroleum business' financial condition and results of operations could be

Our Real Estate operations consist of rental real estate, property development and associated resort activities. Our rental real estate operations consist primarily of retail, office and industrial properties leased to single corporate tenants. Historically, substantially all of our real estate assets leased to others have been net-leased under long-term leases. With certain exceptions, these tenants are required to pay all expenses relating to the leased property and, therefore, we are typically not responsible for payment of expenses, including maintenance, utilities, taxes, insurance or any capital items associated with such properties. 13

~~Our~~materially ~~property~~adversely ~~development~~affected, and ~~resort~~Note ~~operations are run primarily through Bayswater Development LLC~~17, a"Commitments ~~real estate investment, management~~ and ~~development subsidiary that focuses primarily on the construction and sale of single~~Contingencies-~~family houses~~Energy," ~~multi-family~~to ~~homes,~~the ~~lots~~consolidated infinancial ~~subdivisions~~statements ~~and planned communities and raw land~~ for ~~residential~~further ~~development.~~discussion ~~Our New Seabury development property in Cape Cod, Massachusetts and our Grand Harbor and Oak Harbor development property in Vero Beach, Florida each include land for future residential development~~ of ~~approximately~~Renewable ~~327~~Fuel ~~and~~Standards ~~870~~("RFS") ~~units~~ of ~~residential~~the ~~housing,~~United ~~respectively.~~States ~~Both~~Environmental ~~developments~~Protection ~~operate~~Agency's ~~golf and resort activities as well~~("EPA"). ~~Our long-term investment horizon and operational expertise allow us to acquire properties with limited current income and complex entitlement and development issues.~~

15Safety, Health and Security Matters

~~TABLE~~CVR OFis ~~CONTENTS~~subject to a number of federal and state laws and regulations related to safety, including the Occupational Safety and Health Act ("OSHA") and comparable state statutes, the purpose of which are to protect the health and safety of workers. CVR is subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals.

~~Strategy~~CVR operates a comprehensive safety, health and security program, with participation by employees at all levels of the organization. CVR has developed comprehensive safety programs aimed at preventing OSHA recordable incidents. Despite CVR's efforts to achieve excellence in its safety and health performance, there can be no assurances that there will not be accidents resulting in injuries or even fatalities. CVR routinely audits its programs and consider improvements in its management systems.

~~Our~~The ~~Real~~Wynnewood ~~Estate~~refinery ~~business~~has ~~strategy~~been isthe ~~based~~subject onof ~~our~~a ~~long-term~~number ~~investment outlook. We maximize the value~~ of ~~our~~OSHA ~~commercial~~inspections ~~lease~~since ~~portfolio~~2006. ~~through~~As ~~effective~~a ~~management~~result of ~~existing~~these ~~properties~~inspections, ~~and~~the ~~disposal~~Wynnewood ofrefinery ~~assets~~entered oninto anfour ~~opportunistic~~OSHA ~~basis.~~settlement Weagreements ~~continue~~in to2008, ~~market~~pursuant ~~our~~to ~~remaining~~which ~~residential~~it ~~product~~has ~~while~~agreed ~~scaling~~to ~~back~~undertake oncertain ~~new~~studies, ~~construction~~conduct asabatement ~~the~~activities, ~~residential~~and ~~market~~revise ~~continues~~and toenhance ~~experience~~certain anOSHA ~~unprecedented~~compliance ~~downturn~~programs. InThe ~~keeping~~remaining ~~with~~costs ~~the~~associated ~~Real~~with ~~Estate~~implementing ~~business’~~these ~~strategy of investing capital to grow existing operations~~studies, weabatement ~~actively~~activities ~~pursue~~and ~~prudent~~program ~~acquisitions~~revisions ofare ~~additional~~not ~~commercial~~expected ~~and~~to ~~residential~~exceed ~~properties~~$1 ~~at favorable prospective returns~~million.

~~Seasonality~~Refer to Note 17, "Commitments and Contingencies-Energy," to the consolidated financial statements for further discussion of OSHA matters related to the Wynnewood refinery boiler explosion.

Resort operations are highly seasonal with peak activity in Cape Cod from June to September and in Florida from November to March. Sales activity for our real estate developments in Cape Cod and New York typically peak in late winter and early spring, while in Florida our peak selling season is during the winter months. Employees

~~Employees~~As of December 31, 2015, our Energy segment had 968 employees.

~~Our~~As ~~Real~~of ~~Estate~~December 31, ~~segment~~2015, ~~had~~approximately ~~245~~54% of the employees asat the Coffeyville refinery were covered by a collective bargaining agreement. These employees are affiliated with five unions of ~~December~~the 31Metal Trades Department of the AFL-CIO ("Metal Trade Unions") and the United Steel, ~~2010~~Paper and Forestry, ~~which~~Rubber, ~~fluctuates~~Manufacturing, ~~due~~Energy, Allied Industrial and Service Workers International Union, AFL-CIO-CLC ("United Steelworkers"). The petroleum business is a party to a collective bargaining agreement with the ~~seasonal~~Metal ~~nature~~Trade ofUnions ~~certain~~covering ofunion ~~our~~members ~~businesses~~who work directly at the Coffeyville refinery. NoThe ~~employees~~agreement ~~are~~expires ~~covered~~in byMarch 2019. In addition, a collective bargaining ~~agreements.~~agreement with the United Steelworkers, which covers the balance of the petroleum business' unionized employees who work in crude transportation expires in March 2017 and automatically renews on an annual basis thereafter unless a written notice is received sixty days in advance of the relevant expiration date.

~~Home~~As ~~Fashion~~of December 31, 2015, approximately 59% of the employees employed at the Wynnewood refinery were represented by the International Union of Operating Engineers. The collective bargaining agreement with the International Union of Operating Engineers with respect to the Wynnewood refinery expires in June 2017.

~~Background~~Metals

We conduct our Home Fashion operations through our majority ownership interest in WestPoint International Inc., or WPI, a manufacturer and distributor of home fashion consumer products based in New York, New York. On August 8, 2005, WPI and its subsidiaries completed the purchase of substantially all the assets of WestPoint Stevens Inc., or WPS, and certain of its subsidiaries pursuant to an asset purchase agreement, or the Purchase Agreement, approved by The United States Bankruptcy Court for the Southern District of New York in connection with Chapter 11 proceedings of WPS. WPS was a premier manufacturer and marketer of bed and bath home fashions supplying leading U.S. retailers and institutional customers. Before the asset purchase transaction, WPI did not have any operations. Background

OnWe ~~August~~conduct 8,our ~~2005,~~Metals wesegment ~~acquired~~through ~~13.2~~our ~~million,~~indirect orwholly ~~67.7%,~~owned ~~of the 19.5 million outstanding common shares of WPI. Pursuant to the asset purchase agreement between WPI and WPS~~subsidiary, ~~rights~~PSC to subscribe for an additional 10.5 million shares of common stock at a price of $8.772 per share were allocated among former creditors of WPS. Depending upon the extent to which the other holders exercise certain subscription rightsMetals, ~~we may acquire additional shares and may beneficially own between 13~~Inc.2 ~~million~~(“PSC ~~and 23~~Metals”).7 ~~million shares of WPI common stock representing between 50.5% and 79.0%, respectively, of the 30.0 million common shares that would then be outstanding.~~

OnPSC ~~December~~Metals ~~20,~~is ~~2006,~~principally weengaged ~~acquired:~~in ~~(a)~~the ~~1,000,000~~business ~~shares~~ of ~~Series~~collecting, ~~A-1~~processing ~~Preferred~~and ~~Stock~~selling offerrous ~~WPI~~and ~~for~~non-ferrous ~~a purchase price of $100 per share~~metals, ~~for~~as anwell ~~aggregate~~as ~~purchase~~the ~~price~~processing ~~of $100.0 million~~ and ~~(b)~~distribution ~~1,000,000 shares~~ of ~~Series~~steel ~~A-2~~pipe ~~Preferred~~and ~~Stock~~plate ofproducts. ~~WPI~~PSC ~~for~~Metals acollects ~~purchase~~industrial ~~price~~and ofobsolete ~~$100~~scrap ~~per share~~metal, ~~for~~processes anit ~~aggregate~~into ~~purchase~~reusable ~~price~~forms, ofand ~~$100.0~~supplies ~~million.~~the ~~Each~~recycled ofmetals ~~the~~to ~~Series~~its ~~A-1~~customers, ~~and~~including ~~Series A~~electric-2arc ~~Preferred~~furnace ~~Stock~~mills, ~~has~~integrated asteel ~~4.5%~~mills, ~~annual dividend~~foundries, ~~which~~secondary issmelters ~~payable~~and ~~quarterly~~metals brokers. ~~For~~These ~~the~~services ~~first~~are ~~two~~provided ~~years~~through ~~after~~PSC ~~issuance,~~Metals' ~~the~~recycling ~~dividends~~facilities ~~are~~located ~~to be paid~~ in ~~the~~eight ~~form of additional preferred stock~~states. PSC ~~Thereafter,~~Metals ~~the~~also ~~dividends~~operates ~~are~~a tosteel beproducts ~~paid~~business inthat ~~cash~~includes ~~or in additional preferred stock at~~ the ~~option~~supply of ~~WPI.~~ ~~Each~~secondary ofplate ~~the Series A-1~~ and ~~Series~~structural ~~A-2~~grade ~~Preferred~~pipe ~~Stock~~that is ~~convertible~~sold into ~~common~~niche ~~shares~~markets offor ~~WPI at a rate of $10.50 per share~~counterweights, ~~subject~~piling toand ~~certain anti-dilution provisions; provided~~foundations, ~~however,~~construction ~~that~~materials ~~under~~and ~~certain~~infrastructure ~~circumstances, $92.1 million of the Series A~~end-~~2 Preferred Stock may be converted at a rate of $8~~markets.~~772 per share.~~

~~WPI~~The ~~intends~~scrap tomarket ~~make~~in awhich ~~subscription~~PSC ~~rights~~Metals ~~offering~~operates ~~pursuant~~is tohighly ~~the~~dependent ~~Purchase~~on ~~Agreement~~overall ~~between~~economic ~~WPI~~conditions ~~and~~in ~~WPS~~the U.S. ~~Under~~and ~~our~~other ~~agreement~~global ~~with~~markets. Economic ~~WPI,~~conditions wein ~~agreed~~the toU.S. ~~purchase,~~were atmixed ~~the~~in ~~exercise~~2015 ~~price~~as ofcompared ~~$8.772~~to ~~per~~2014 ~~share,~~with athe ~~number~~first half of ~~shares~~2015 ofstronger ~~WPI’s~~in ~~common~~PSC ~~stock~~Metals' ~~equal~~markets toand the ~~number~~second half of ~~shares~~2015 ~~with~~more ~~respect~~challenging. Deteriorating toeconomic ~~which~~conditions ~~subscription~~outside ~~rights~~the ~~are~~U.S. ~~not~~combined ~~exercised~~with bya ~~other~~strong ~~shareholders~~U.S. ~~Under~~dollar, ~~this~~weakened ~~agreement~~an ~~between~~already ~~WPI~~depressed ~~and~~scrap usexport market, weresulting in tons that would have ~~the~~previously ~~right~~been exported being offered to ~~surrender~~domestic ~~shares~~consumers. The ofstrong ~~WPI~~dollar ~~series~~also ~~A-2~~encouraged ~~preferred~~increased ~~stock,~~steel ~~valued~~imports atthat ~~their~~put ~~purchase~~pressure ~~price~~on ~~plus~~domestic ~~accrued~~steel ~~and~~mill ~~unpaid~~capacity ~~dividends~~utilization ~~thereon,~~and resulted in ~~lieu~~increasing ofdomestic ~~paying~~steel ~~cash~~inventories toin ~~purchase~~2015. Also ~~these~~during ~~shares~~2015, ofiron ~~WPI~~ore ~~common~~prices ~~stock.~~dropped Tosignificantly, improving the ~~extent~~economics of that alternative to processed scrap for steel

1614

~~TABLE~~producers. The OFcombined ~~CONTENTS~~effect of these events on the scrap market was increased competition for decreasing domestic demand, and scrap prices falling by end of 2015, to the lowest levels since 2009. On the supply side, competition for shredder feedstock remained intense and margins remained under pressure in 2015. Unstable, and decreasing market pricing throughout 2015 had the effect of reducing flows from peddlers and dealers while at the same time reducing margins. We cannot predict whether, or how long, current market conditions will continue to persist.

weThe ~~are~~Ferrous ~~required~~Scrap toMetal purchase WPI shares equal to the number of shares with respect to which subscription rights are not exercised, we currently intend to surrender shares of WPI series A-2 preferred stock in lieu of paying cash to purchase the common stock shares. Business

~~WPI~~PSC ~~has~~Metals' ~~its~~ferrous ~~own~~products ~~board~~include ofbusheling, ~~directors~~plate and ~~audit~~structural, ~~committee.~~shredded, Wesheared ~~are~~and ~~the~~bundled ~~only~~scrap ~~holders~~metal ~~of WPI’s preferred stock~~ and, inother ~~accordance~~purchased ~~with~~scrap ~~its~~metal ~~terms,~~such weas ~~have~~turnings ~~the~~(steel ~~right~~machining tofragments), ~~elect~~cast ~~six~~furnace ofiron ~~the~~and ~~ten~~broken ~~directors~~furnace ~~of the WPI board of directors~~iron. ~~None~~PSC ofMetals ~~the~~processes ~~independent directors of~~ the ~~board~~scrap ofinto ~~directors~~a ofsize, ~~Icahn~~density ~~Enterprises~~and GPpurity ~~serves~~required onby ~~the~~customers ~~WPI~~to ~~board~~meet oftheir ~~directors.~~production needs.

WePSC ~~consolidated~~Metals ~~WPI~~purchases ~~for~~processed and unprocessed ferrous scrap metal from various sources, including individuals and traditional scrap yards as well as industrial manufacturers who recycle the ~~period~~scrap from their metal-forming processes and steel mills who look to PSC Metals to remarket secondary product they would otherwise scrap. PSC Metals sets the ~~date~~price paid to its suppliers based on market factors such as the demand and price for processed material and the underlying metal content of ~~acquisition~~the scrap material being purchased. Changes in scrap prices could cause the collection rates of scrap to increase (when prices are higher) or decrease (when prices are lower). The variation in prices and collection rates can have a significant effect on ~~August~~sales 8volumes through PSC Metals' scrap yards. Scrap material is processed in PSC Metals' recycling yards where it is shredded, ~~2005~~cut, ~~through~~broken, ~~December~~sheared, 31sorted and classified for use as raw material in the steel-making process. PSC Metals then sells processed ferrous scrap to end-users such as steel producing mini-mills and integrated steel makers and foundries, ~~2010~~as well as brokers who aggregate materials for other large users. Additionally, a significant amount of valuable, non-ferrous metal is also recovered as a by-product of the shredding process, which is sold separately as discussed below.

The Non-ferrous Scrap Metal Business

~~WPI’s~~The ~~business~~primary ~~consists~~non-ferrous ofcommodities ~~manufacturing~~that PSC Metals recycles are aluminum, ~~sourcing~~copper, ~~marketing~~brass, ~~distributing~~stainless steel and ~~selling~~other ~~home~~nickel-bearing ~~fashion~~metals. ~~consumer~~Non-ferrous products. ~~WPI~~are ~~differentiates~~a ~~itself~~significant raw material in the ~~home~~production ~~fashion~~of ~~textile~~aluminum ~~industry~~and ~~based~~copper onalloys ~~its~~used ~~nearly~~in ~~200-year~~manufacturing. ~~reputation~~The geographic markets for ~~providing~~non-ferrous ~~its~~scrap ~~customers~~tend ~~with:~~to ~~(1)~~be alarger ~~full~~than ~~assortment~~those offor ~~home~~ferrous ~~fashion~~scrap ~~products;~~due ~~(2)~~to ~~good~~the ~~customer~~higher ~~service;~~selling ~~(3)~~prices aof ~~superior~~non-ferrous ~~value~~metals ~~proposition;~~relative ~~and~~to ~~(4)~~their ~~branded~~weight, ~~and~~which ~~private~~justify ~~label~~the ~~products~~cost ~~with~~of ~~strong~~shipping ~~consumer~~over ~~recognition~~greater distances. ~~WPI~~Non-ferrous ~~markets~~scrap ais ~~broad~~typically ~~range~~sold ofon ~~manufactured~~a ~~and~~spot ~~sourced bed~~basis, ~~bath,~~either ~~basic~~directly ~~bedding~~or ~~and~~through ~~kitchen~~brokers, ~~textile~~to ~~products,~~intermediate ~~including~~or ~~sheets~~end-users, ~~pillowcases,~~which ~~bedspreads,~~include ~~quilts~~smelters, ~~comforters~~foundries and ~~duvet~~aluminum ~~covers,~~sheet ~~featherbeds,~~and ~~bath~~ingot ~~and beach~~manufacturers. ~~towels,~~Prices ~~bath~~for ~~accessories,~~non-ferrous ~~bath~~scrap ~~rugs,~~are ~~bed~~driven ~~skirts,~~by ~~bed~~demand ~~pillows,~~for ~~flocked~~finished ~~blankets,~~non-ferrous ~~woven~~metal ~~blankets~~goods and ~~throws,~~by ~~heated~~the ~~blankets,~~general ~~mattress~~level ~~pads,~~of ~~kitchen~~economic ~~towels~~activity, ~~and~~with ~~kitchen~~prices ~~accessories.~~generally ~~WPI~~related ~~continues~~ to ~~serve substantially all~~ the ~~former~~price ~~customers~~ of ~~WPS,~~the asprimary ~~well~~metal ason ~~new~~the ~~customers~~London ~~using~~Metals ~~assets acquired from WPS~~Exchange, ~~and~~Chicago ~~subsequent~~Mercantile ~~acquisition~~Exchange ~~and~~or ~~joint~~the ~~venture~~New ~~assets,~~York ~~and~~Commodity ~~through sourcing activities~~Exchange.

WPI manufactures and sources its products in a wide assortment of colors and patterns from a variety of fabrics, including chambray, twill, sateen, flannel and linen, and from a variety of fibers, including cotton, synthetics and cotton blends. WPI seeks to position its business as a single-source supplier to retailers of home fashion products, offering a broad assortment of products across multiple price points. WPI believes that product and price point breadth allows it to provide a comprehensive product offering for each major distribution channel. Strategy

~~Beginning~~PSC inMetals ~~the~~is ~~third~~focused ~~quarter~~on ofgrowing ~~fiscal 2010, a global shortage of cotton~~ and ~~cotton~~diversifying ~~yarn~~its ~~has~~core ~~forced~~ferrous ~~WPI~~business toby ~~pay~~improving ~~significantly~~operating ~~more~~efficiencies ~~for~~through ~~those~~better ~~materials.~~use ~~The~~of ~~shortages~~its ~~have resulted from weather problems in both Pakistan and China~~assets, ~~which~~lowering ~~have~~its ~~decreased~~cost ~~cotton~~structure ~~production~~ and ~~have~~continuing ~~caused these countries, as well as other countries in the region,~~ to ~~decrease~~expand ~~exports~~its ~~to protect domestic supplies. Furthermore, the shortages have resulted in the unwillingness of many producers to enter into long~~non-~~term~~ferrous ~~supply~~business ~~agreements,~~through ~~which~~both ~~has~~acquisitions ~~resulted in increased price volatility. These shortages have also resulted in increased prices for other raw materials, including polyester~~ and ~~nylon.~~organic ~~The increases in production costs in recent periods have negatively affected WPI’s operating margins~~growth. ~~WPI~~PSC ~~has~~Metals ~~not~~seeks ~~been able~~ to ~~pass~~acquire ~~all~~companies ~~these~~that ~~cost~~will ~~increases~~enable it to ~~its~~increase ~~customers through increased prices~~ and, asmaintain a ~~result,~~consistent ~~the~~supply ~~margins on WPI’s products have decreased. To the extent WPI increases the prices~~ of ~~its~~scrap ~~products~~and tocapture ~~take~~efficiencies ~~into~~associated ~~account~~with ~~WPI’s~~an ~~increased~~appropriate ~~costs,~~level ~~WPI’s sales may be negatively affected. The shortages may also impact the availability~~ of ~~raw~~vertical ~~materials, thereby adversely impacting the timing and volume of WPI’s sales~~integration. ~~WPI expects the shortages to continue into fiscal 2011 and cannot determine when conditions will improve.~~

~~WPI~~Raw ~~has transitioned the majority of its manufacturing to low-cost countries and continues to maintain its corporate offices and certain distribution operations in the United States.~~ Materials/Competition

~~Strategy~~The scrap metal recycling industry is highly competitive, cyclical in nature, and commodity-based. Operating results tend to reflect and be amplified by changes in general global economic conditions, which in turn drive domestic and overseas manufacturing and the consumption of scrap in the production of steel and foundry products. The demand for product and production activity of PSC Metals' scrap consumers drives market pricing levels in PSC Metals' ferrous and non-ferrous scrap sales. Demand is driven by mill production schedules related to regional manufacturing requirements and service center stocking levels. Due to the lower selling prices of ferrous metals relative to their weight, raw ferrous scrap is generally purchased locally. Ferrous scrap prices are local and regional in nature. Where there are overlapping regional markets, however, prices do not tend to differ significantly between the regions due to the ability of companies to ship scrap metal from one region to another. The most significant limitation on the size of the geographic market for the procurement of ferrous scrap is transportation cost. This leads to significant fluctuations in demand and pricing for PSC Metals' products. The steel products business is less cyclical but is affected by the rate of secondary product generated by steel mills generating these products and the market demands in plate and pipe markets.

Beginning with its purchase of the assets of WestPoint Stevens in 2005, WPI has been focused on restructuring its business by reducing costs and improving profitability. WPI’s restructuring process has taken several years and remains on-going. These actions have included moving manufacturing operations overseas, reducing labor costs, attempting to source goods at lower prices and addressing unfavorable licensing arrangements. Customers

17Our Metals segment had two customers in 2015 that represented approximately 25% of its net sales, one of which individually accounted for approximately 19% of its net sales. No other customer accounted for more than 6% of our Metals segment's net sales in 2015.

~~TABLE OF CONTENTS~~15

WPI believes its facility in Bahrain allows it to benefit from competitive labor rates, attractive incentives, low energy costs and a favorable tax treaty. WPI currently has two U.S. manufacturing plants, one of which is being closed, and WPI regularly reviews the possibility of implementing additional cost saving measures. WPI also continues to focus on product innovation as a means to create and sustain a competitive advantage. Examples of recent product innovation include fade resistant and dry fast technology used in towels. Employees

~~Brands~~As of December 31, ~~Trademarks~~2015, ~~and~~PSC ~~Licenses~~Metals had 666 employees, of which 115 employees were covered by collective bargaining agreements.

WPI markets its products under trademarks, brand names and private labels, which it uses as merchandising tools to assist its customers in coordinating their product offerings and differentiating their products from those of their competitors. Railcar

WPI manufactures and sells its own branded line of home fashion products consisting of merchandise bearing registered trademarks that include WestPoint Home, Atelier Martex, Grand Patrician, Martex, Patrician, Lady Pepperell, Luxor, Utica and Vellux. Background

InWe ~~addition,~~conduct ~~some~~our ofRailcar ~~WPI’s~~segment ~~home~~through ~~fashion~~our ~~products~~majority ~~are~~ownership ~~manufactured~~interests ~~and~~in ~~sold~~American ~~pursuant~~Railcar ~~to licensing agreements under designer and brand names that include~~Industries, ~~among~~Inc. ~~others,~~("ARI") ~~Lauren Ralph Lauren, IZOD,~~ and ~~Little~~American ~~MissMatched.~~Railcar ~~Moreover~~Leasing, ~~WPI~~LLC ~~recently entered into license agreements for brand names such as Caribbean Joe and Hanes~~("ARL").

~~Private~~As ~~label~~discussed ~~brands,~~further ~~also~~in ~~known~~Note as3, ~~“store~~"Operating ~~brands,”~~Units ~~are~~- ~~controlled~~Railcar," byto ~~individual~~the ~~retail~~consolidated ~~customers~~financial ~~through~~statements, ~~use~~pursuant ofto ~~their~~a ~~own~~contribution ~~brands~~agreement or(the ~~through~~"ARL anContribution ~~exclusive~~Agreement") ~~license~~dated orSeptember ~~other~~20, ~~arrangement~~2013 and with ~~brand~~a ~~owners.~~closing ~~Private~~date ~~label~~on ~~brands~~October ~~provide~~2, ~~retail~~2013 ~~customers~~among ~~with~~AEP aRail ~~way~~Corp. to("AEP"), ~~promote~~IRL ~~consumer~~Holding ~~loyalty~~LLC ("IRL"), asARL ~~the~~and ~~brand~~IEP isEnergy ~~owned~~Holding ~~and~~LLC, ~~controlled~~we byacquired ~~WPI’s~~a ~~retail~~75% ~~customers~~economic ~~and~~interest ~~not~~in bythe ~~WPI~~newly capitalized ARL. ARL Asis ~~WPI’s~~considered ~~customer~~an ~~base~~entity ~~has~~under ~~experienced~~common ~~consolidation,~~control ~~there~~that ~~has~~requires ~~been~~us anto ~~increasing~~consolidate ~~focus~~the financial results of ARL on ~~proprietary~~an ~~branding~~as-if-pooling ~~strategies~~basis.

~~The~~On ~~percentage~~August of17, ~~WPI’s~~2012, ~~net~~AEP ~~sales~~Leasing ~~derived~~LLC ~~from~~("AEP ~~the~~Leasing"), ~~sale~~a ofwholly ~~private~~owned ~~label~~subsidiary ~~branded~~of ~~and~~Icahn ~~unbranded~~Enterprises, ~~products for fiscal 2010~~ was ~~approximately~~formed ~~31%.~~for ~~For fiscal 2010,~~ the ~~percentage~~purpose of ~~WPI~~leasing ~~net~~railcars. Pursuant ~~sales~~to ~~derived~~the ~~from~~ARL ~~sales~~Contribution ~~under~~Agreement, ~~brands~~we itcontributed ~~owns~~AEP ~~and controls was approximately 31%~~Leasing, ~~and~~including ~~the~~its ~~percentage~~fleet of ~~WPI~~railcars, ~~net sales derived from sales under brands owned by third parties pursuant~~ to ~~licensing arrangements with WPI was approximately 38%~~ARL.

~~Customers~~As of December 31, 2015, we owned approximately 59.8% of the total outstanding common stock of ARI and had a 75.0% economic interest in ARL.

WPI sells its home fashion products to catalog retailers, chain stores, mass merchants, department stores, specialty stores and warehouse clubs, both domestically and internationally. During fiscal 2010, WPI’s six largest customers accounted for approximately 64% of its net sales. During fiscal 2010, WPI had three customers that represented approximately 18%, 13% and 11%, respectively, of its total net sales. Business

~~Competition~~ARI is one of the leading North American designers and manufacturers of hopper and tank railcars. ARI provides its railcar customers with integrated solutions through a comprehensive set of high-quality products and related services through its manufacturing, leasing and railcar services operations. ARI's manufacturing consists of railcar manufacturing and railcar and industrial component manufacturing. ARI's Railcar services consist of railcar repair, engineering and field services.

~~The~~ARL ~~home fashion industry~~ is ~~fragmented~~engaged ~~and~~in ~~highly~~the ~~competitive.~~business ~~Future~~of ~~success~~leasing ~~will,~~railcars to acustomers ~~large extent, depend on WPI’s ability to be a competitive low-cost producer. WPI competes~~ with ~~both~~specific ~~foreign~~requirements ~~and~~whose ~~domestic~~products ~~companies~~require ~~on,~~specialized ~~among~~railcars ~~other~~dedicated ~~factors,~~to ~~the basis of price~~transporting, ~~quality~~storing, ~~design~~ and ~~customer~~preserving ~~service. WPI may also face competition in~~ the ~~future~~integrity ~~from~~of ~~companies~~their ~~that are currently third-party suppliers to WPI~~products. These ~~Future~~products ~~success~~are ~~depends~~primarily ~~on the ability to remain competitive~~ in the ~~areas of marketing~~energy, ~~product~~food ~~development,~~and ~~price~~agriculture, ~~quality~~chemical, ~~brand~~minerals ~~names, manufacturing capabilities, distribution~~ and ~~order~~petrochemical ~~processing~~industries.

~~Employees~~ARI’s and ARL’s railcar leasing business consists of railcars manufactured primarily by ARI and leased to third parties under operating leases. ARI’s leasing business is operated under lease management agreements with ARL through which ARL markets ARI’s railcars for sale or lease and acts as ARI’s manager to lease railcars on ARI’s behalf for a fee.

AsARI ofis ~~December~~a ~~31,~~reporting ~~2010,~~company ~~WPI~~under ~~employed~~the ~~700~~Exchange ~~employees~~Act inand ~~the~~files ~~United~~annual, ~~States~~quarterly and 1current reports,~~509~~ ~~employees~~proxy ~~abroad,~~statements ~~for~~and aother ~~total~~information ofwith ~~2,209~~the ~~employees~~SEC ~~worldwide.~~that is publicly available.

18Customers

~~TABLE~~Our OFRailcar ~~CONTENTS~~segment’s primary customers include those that use railcars for freight transport, or shippers, leasing companies, industrial companies and Class I railroads. In servicing this customer base our Railcar segment believes its comprehensive railcar services offerings and its railcar components manufacturing operations will help our Railcar segment to further penetrate the general railcar manufacturing and leasing market.

~~Icahn~~Products ~~Enterprises~~and ~~Holdings~~Services

WeARI ~~seek~~designs, tomanufactures ~~invest~~and ~~our~~sells ~~available~~special, ~~cash~~customized and ~~cash~~general ~~equivalents~~purpose inrailcars ~~liquid~~and ~~investments~~a ~~with~~wide arange ~~view~~of tocomponents ~~enhancing~~primarily ~~returns~~for asthe weNorth ~~continue~~American torailcar ~~assess~~and ~~further~~industrial ~~acquisitions~~markets. ARI primarily manufactures two types of railcars, orhopper ~~investments~~and intank railcars, ~~operating~~but ~~businesses~~has the ability to produce additional railcar types. In addition, ARI offers these same railcars for lease. ARI also supports the railcar industry by offering a variety of comprehensive railcar repair services, ranging from full to light repair, engineering and on-site repairs and maintenance through its various repair facilities, including mobile units and mini shops.

AsARI ofand ~~December~~ARL ~~31,~~offer ~~2010,~~customers ~~we have investments in~~ the ~~Private~~option ~~Funds~~to ~~for~~lease ~~which~~their norailcars ~~special~~through ~~profits~~various ~~interest~~leasing ~~allocations~~options, orincluding ~~incentive~~full ~~allocations~~service ~~are applicable~~leases. Maintenance ~~The total value~~ of ~~these~~leased ~~investments~~railcars ~~was~~can ~~approximately~~be ~~$2.6~~provided, ~~billion~~in ~~at December 31~~part, ~~2010,~~through ~~with~~ARI's arailcar ~~gain~~repair ofand ~~$328~~refurbishment ~~million~~facilities. ~~for~~The ~~fiscal~~railcars ~~2010,~~in ~~which~~ARI's isand ~~eliminated~~ARL's inlease ~~consolidation.~~fleet ~~These amounts~~ are ~~reflected~~leased into ~~the~~shippers ~~Private~~with ~~Funds’~~lease ~~net~~terms ~~assets~~generally ~~and~~ranging ~~earnings.~~from Wetwo ~~may~~to ~~redeem~~ten ~~our~~years. ~~direct~~Our ~~investment~~Railcar insegment's ~~the~~combined ~~Private~~railcar ~~Funds~~lease onfleet aconsists ~~quarterly~~of ~~basis~~45,050 ~~with~~railcars atas ~~least~~of 65December 31, ~~days’ notice~~2015.

WeARI's ~~conduct~~railcar ~~our~~services ~~activities~~group infocuses aon ~~manner~~railcar ~~so as not to be deemed an investment company under the Investment Company Act of 1940~~repair, asengineering ~~amended,~~and orfield ~~the Investment Company Act~~services. ~~Generally,~~Its ~~this~~primary ~~means~~customers ~~that~~for weservices doprovided ~~not~~by ~~invest~~this orgroup ~~intend~~are toleasing ~~invest~~companies ~~in securities as our primary business~~ and ~~that~~shippers ~~no more than 40%~~ of ~~our~~specialty ~~total~~hopper ~~assets~~and ~~will~~tank berailcars. ~~invested~~ARI's inrailcar ~~investment~~services ~~securities~~provide asit ~~such~~insight ~~term~~into isits ~~defined~~customers' inrailcar ~~the Investment Company Act~~needs. InARI ~~addition,~~uses wethis ~~intend~~knowledge to ~~structure~~improve ~~our~~its ~~investments~~service soand asproduct ~~to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code of 1986, as amended, or the Code~~offerings.

1916

~~TABLE OF CONTENTS~~Competition

~~Item~~The 1Arailcar manufacturing industry has historically been extremely competitive. ~~Risk~~ARI ~~Factors~~competes primarily with Trinity Industries, Inc. ("Trinity"), The Greenbrier Companies, Inc., Freight Car America Inc., National Steel Car Limited and Union Tank Car Company ("Union Tank"). Competitors have expanded and may continue to expand their capabilities in ARI's core railcar markets.

~~Risks~~The ~~Relating~~railcar toleasing ~~Our~~industry ~~Structure~~has also been historically extremely competitive. Both ARI and ARL compete primarily with Wells Fargo Rail Corp., GATX Corp., CIT Group, Trinity and Union Tank in the railcar leasing market.

~~Our general partner and its control person could exercise their influence over us to your detriment.~~Employees

~~Mr.~~As ~~Icahn~~of December 31, ~~through affiliates~~2015, ~~owns~~ARI ~~100%~~had of2,407 ~~Icahn~~full-time ~~Enterprises GP~~employees, ~~the general partner~~ of uswhich ~~and~~approximately ~~Icahn~~7% ~~Enterprises~~were ~~and,~~party ~~as a result, has the ability~~ to ~~influence~~domestic ~~many~~collective ~~aspects~~bargaining ~~of our operations and affairs~~agreements.

InAs ~~addition, if Mr. Icahn were to sell, or otherwise transfer, some or all~~ of ~~his interests in us or Icahn Enterprises to an unrelated party or group~~December 31, ~~a change of control could be deemed to have occurred under the terms of the indenture governing Icahn Enterprises’ (i) New Notes~~2015, ~~which~~ARL ~~would~~had ~~require~~57 Icahn Enterprises to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase and (ii) senior unsecured variable rate convertible notes whereby each holder would have the option to require all or a portion of their notes to be repurchased in cash by Icahn Enterprises. However, it is possible that Icahn Enterprises will not have sufficient funds at the full-time ~~of the change of control to make the required repurchase of notes~~employees.

~~We have engaged, and in the future may engage, in transactions with our affiliates.~~Gaming

WeBackground have invested and may in the future invest in entities in which Mr. Icahn also invests. We also have purchased and may in the future purchase entities or investments from him or his affiliates. Although Icahn Enterprises GP has never received fees in connection with our investments, our partnership agreement allows for the payment of these fees. Mr. Icahn may pursue other business opportunities in industries in which we compete and there is no requirement that any additional business opportunities be presented to us. We continuously identify, evaluate and engage in discussions concerning potential investments and acquisitions, including potential investments in and acquisitions of affiliates of Mr. Icahn. There cannot be any assurance that any potential transactions that we consider will be completed.

ToWe ~~service~~conduct ~~Icahn~~our ~~Enterprises’~~Gaming ~~indebtedness,~~segment wethrough ~~require a significant amount of cash. Our ability to maintain~~ our ~~current~~majority ~~cash~~ownership ~~position~~in orTropicana ~~generate~~Entertainment ~~cash~~Inc. ~~depends on many factors beyond our control~~("Tropicana").

~~Our~~Tropicana ~~ability~~is toa ~~make~~reporting ~~payments~~company onunder ~~and~~the toExchange ~~refinance~~Act ~~Icahn Enterprises’ indebtedness~~ and tofiles ~~fund~~annual, ~~operations~~quarterly ~~depends~~and oncurrent ~~existing~~reports, ~~cash~~proxy ~~balances~~statements and ~~our~~other ~~ability~~information towith ~~generate cash in~~ the ~~future.~~SEC ~~This, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors~~ that are ~~beyond~~publicly ~~our control~~available.

~~Our~~As current businesses and businesses that we acquire may not generate sufficient cash to service our debt. In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an amount sufficient to enable us to service Icahn Enterprises’ indebtedness or to fund our other liquidity needs. Approximately $1.3 billion of ~~indebtedness will come due in the three-year period ending~~ December 31, ~~2013~~2015, ~~which~~we ~~includes~~owned ~~interest~~approximately ~~on the New Notes, and principal and interest on Icahn Enterprises’ convertible notes and mortgages payable~~67.9% ~~The Issuers may need to refinance all or a portion~~ of ~~their indebtedness on or before maturity. We cannot assure you that~~ the ~~Issuers~~total ~~will~~outstanding becommon ~~able~~stock ~~to refinance any~~ of ~~their indebtedness on commercially reasonable terms or at all~~Tropicana.

~~We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations.~~Business

WeTropicana ~~are~~is aan ~~holding~~owner ~~company.~~and Inoperator ~~addition~~of toregional ~~cash~~casino and ~~cash~~entertainment ~~equivalents,~~properties ~~U.S.~~located ~~government~~in ~~and~~the ~~agency~~United ~~obligations~~States and ~~other~~one ~~short-term~~casino ~~investments,~~resort ~~our~~development ~~assets~~located ~~consist~~on ~~primarily~~the island of ~~investments~~Aruba. inOn ~~our~~April ~~subsidiaries. Moreover~~1, ~~if we make significant investments in operating businesses~~2014, itTropicana isacquired ~~likely~~an ~~that~~additional wecasino ~~will~~resort ~~reduce~~in ~~the~~Missouri. ~~liquid~~Tropicana ~~assets~~primarily atcaters ~~Icahn~~to ~~Enterprises~~local and ~~Icahn~~regional ~~Enterprises~~guests ~~Holdings in order~~ to ~~fund~~provide ~~those~~a ~~investments~~fun and ~~the~~exciting ~~ongoing~~gaming ~~operations~~environment ofwith ~~our~~high-quality ~~subsidiaries.~~and ~~Consequently~~high-value lodging, ~~our~~dining, ~~cash~~retail ~~flow~~ and ~~our~~entertainment ~~ability~~amenities. Tropicana's toproperties ~~meet~~offer ~~our~~a ~~debt~~broad ~~service~~array ~~obligations likely will depend on the cash flow~~ of ~~our~~gaming ~~subsidiaries~~options ~~and~~specifically ~~the~~tailored ~~payment~~for ofits ~~funds~~patrons toin useach bymarket. ~~our~~Tropicana's ~~subsidiaries~~properties ininclude the ~~form~~ offollowing ~~dividends,~~casinos: ~~distributions, loans or otherwise.~~

~~The~~• ~~operating~~Tropicana ~~results~~Laughlin ofHotel ~~our~~and ~~subsidiaries~~Casino ~~may~~- ~~not be sufficient to make distributions to us. In addition~~Laughlin, our subsidiaries are not obligated to make funds available to us 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 may be subject or enter into in the future. The terms of certain Nevada;

20• Lumiére Place Casino - St. Louis, Missouri;

~~TABLE~~• OFMontbleu ~~CONTENTS~~Casino Resort & Spa - South Lake Tahoe, Nevada;

~~debt~~• ~~agreements~~Tropicana ofAC ~~our~~- ~~subsidiaries,~~Atlantic ~~or other entities in which we own equity~~City, ~~restrict~~New ~~dividends, distributions or loans to us. To the degree any distributions and transfers are impaired or prohibited, our ability to make payments on our debt will be limited.~~ Jersey;

We• orTropicana ~~our~~Evansville ~~subsidiaries~~- ~~may~~Evansville, ~~be able to incur substantially more debt.~~Indiana;

~~The~~• ~~covenants~~Belle in the indenture governing the New Notes are substantially similar to the covenants in the indenture governing Icahn Enterprises’ variable rate notes due 2013. We and Icahn Enterprises may incur additional indebtedness if we comply with certain financial tests contained in the indentures that govern these notes. However, our subsidiaries are not subject to any of ~~the~~Baton ~~covenants~~Rouge ~~contained~~Casino ~~in the indentures governing Icahn Enterprises’ senior notes, including the covenant restricting debt incurrence. If new debt is added to our~~ and ~~our~~Hotel ~~subsidiaries’~~- ~~current~~Baton ~~levels~~Rouge, the related risks that we, and they, now face could intensify. In addition, under the indenture governing the New Notes, certain important events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of control. Louisiana;

As• ofTropicana ~~December~~Greenville ~~31,~~- ~~2010~~Greenville, ~~based~~Mississippi; ~~on covenants in the indenture governing Icahn Enterprises’ senior notes, we are permitted to incur $679 million in additional indebtedness.~~ and

~~Our~~• ~~failure~~Tropicana toAruba ~~comply~~- ~~with~~Palm ~~the covenants contained under any of our debt instruments~~Beach, including the indentures governing our outstanding notes, including our failure as a result of events beyond our control, could result in an event of default which would materially and adversely affect our financial conditionAruba.

If there were an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. In addition, any event of default or declaration of acceleration under one debt instrument could result in an event of default under one or more of our other debt instruments. It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities. Competition

WeTropicana ~~may~~owns beland-based ~~subject~~and toriverboat casino facilities in six states and one casino resort located on the ~~pension~~island ~~liabilities~~of Aruba. Tropicana competes with numerous casinos and casino hotels of ~~our~~varying ~~affiliates~~quality and size in the markets in which its properties are located and with other forms of legalized gaming, including state-sponsored lotteries, racetracks, off-track wagering, video lottery, video poker terminals and card parlors. Tropicana also competes with other non-gaming resorts and vacation areas, and with various other entertainment businesses. The casino entertainment business is characterized by competitors that vary considerably by their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity.

~~Mr.~~In ~~Icahn,~~most ~~through certain affiliates~~markets, ~~owns~~Tropicana ~~100%~~competes ofdirectly ~~Icahn~~with ~~Enterprises~~other GPcasino ~~and~~facilities ~~approximately~~operating ~~92.6%~~in ofthe ~~Icahn~~immediate ~~Enterprises’ outstanding depositary units as of December 31, 2010. Applicable pension~~ and ~~tax~~surrounding ~~laws~~market ~~make each member of a “controlled group” of entities~~areas, ~~generally~~including ~~defined~~casinos aslocated ~~entities~~on inNative ~~which~~American ~~there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group~~reservations. ~~These~~In ~~pension~~some ~~obligations include ongoing contributions to fund the plan~~markets, asTropicana ~~well~~faces ascompetition ~~liability~~from ~~for~~nearby ~~any~~markets ~~unfunded~~in ~~liabilities that may exist at the time the plan is terminated. In~~ addition~~, the~~ ~~failure~~ to ~~pay~~direct ~~these~~competition ~~pension~~within ~~obligations~~its ~~when~~market ~~due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation, or the PBGC, against the assets of each member of the controlled group~~areas.

AsTropicana abelieves ~~result~~competition ~~of the more than 80% ownership interest~~ in usexisting bymarkets ~~Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of all entities in which Mr. Icahn~~ has aintensified ~~direct~~over ~~or indirect ownership interest of at least 80%. One such entity, ACF Industries LLC, is~~ the ~~sponsor~~last of several ~~pension plans. All the minimum funding requirements of the Code and the Employee Retirement Income Security Act of 1974~~years, asdue ~~amended~~to bynew ~~the~~markets ~~Pension~~opening ~~Protection Act of 2006,~~ for ~~these plans have been met as of December 31~~development, ~~2010.~~overall Ifchallenging ~~the~~economic ~~plans~~conditions ~~were~~and ~~voluntarily~~decreased ~~terminated,~~spending ~~they would be underfunded by approximately $103 million. These results are based~~ on ~~the~~leisure ~~most recent information provided by the plans’ actuaries~~activities. ~~These~~Many ~~liabilities~~casino ~~could~~operators ~~increase~~have orinvested ~~decrease,~~in ~~depending~~expanding onexisting ~~a number of factors~~facilities, ~~including~~developing ~~future~~new ~~changes in benefits~~facilities, ~~investment returns,~~ and ~~the~~acquiring ~~assumptions~~established ~~used~~facilities toin ~~calculate~~existing ~~the liability~~markets. AsThe ~~members~~expansion of ~~the~~casino ~~controlled~~entertainment ~~group,~~at weexisting ~~would~~properties, bethe ~~liable~~increase ~~for~~in ~~any~~the ~~failure~~number of ~~ACF~~properties toand ~~make ongoing pension contributions or to pay~~ the ~~unfunded~~aggressive ~~liabilities~~marketing ~~upon~~strategies aof ~~termination~~many of ~~the~~our ~~ACF~~competitors ~~pension~~has ~~plans.~~increased Incompetition ~~addition,~~in ~~other~~many ~~entities~~markets ~~now or~~ in ~~the~~which ~~future~~Tropicana ~~within the controlled group that includes us may have pension plan obligations that are~~competes, ~~or may become, underfunded~~ and weit ~~would~~expects bethis ~~liable~~intense ~~for~~competition ~~any failure of such entities~~ to ~~make ongoing pension contributions or to pay the unfunded liabilities upon a termination of such plans~~continue.

2117

~~TABLE~~Tropicana's OFoperating ~~CONTENTS~~results can be adversely affected by costs associated with advertising, promotions and complimentary services to patrons, the amount and timing of which may be affected by the advertising and complimentary policies and actions of its properties' competitors and its efforts to keep pace with them. If Tropicana's operating revenues are insufficient to allow it to match the promotions of competitors, the number of its casino patrons may decline, which may have a material adverse effect on our Gaming segment's financial performance. In addition, some of Tropicana's competitors have significantly greater financial resources than it does, and as a result Tropicana may not be able to successfully compete with them in the future.

The current underfunded status of the ACF pension plans requires ACF to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the ACF controlled group, or if we make certain extraordinary dividends or stock redemptions. The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events. Trademarks

~~Starfire~~Tropicana ~~Holding~~uses ~~Corporation,~~a orvariety ~~Starfire,~~of ~~which~~trade isnames, ~~100%~~service ~~owned~~marks byand ~~Mr.~~trademarks ~~Icahn,~~and has ~~undertaken~~all tothe ~~indemnify~~rights us and ~~our~~licenses ~~subsidiaries~~necessary ~~from~~to ~~losses~~conduct ~~resulting~~its ~~from~~continuing ~~any~~operations. ~~imposition~~Tropicana ofhas ~~certain~~registered ~~pension~~several ~~funding~~service ormarks ~~termination~~and ~~liabilities~~trademarks ~~that~~with ~~may~~the beUnited ~~imposed~~States onPatent us and ~~our~~Trademark ~~subsidiaries~~Office or ~~our~~otherwise ~~assets~~acquired ~~as a result of being a member of~~ the ~~Icahn~~licenses ~~controlled~~to ~~group.~~use ~~The~~those ~~Starfire indemnity (~~which ~~does~~are ~~not~~material ~~extend~~ to ~~pension~~the ~~liabilities~~conduct of ~~our~~its ~~subsidiaries that would be imposed on us as a result of our interest in these subsidiaries and not as a result of Mr~~business. ~~Icahn~~Tropicana ~~and~~owns ~~his~~the ~~affiliates~~following ~~more~~federally ~~than~~registered ~~80%~~trademarks ~~ownership~~or ~~interest~~service inmarks ~~us) provides, among other things,~~ that soare ~~long~~material ~~as such contingent liabilities exist and could be imposed on us, Starfire will not make any distributions~~ to its ~~stockholders~~business: ~~that~~MontBleu, ~~would~~Aztar, ~~reduce~~Trop, ~~its~~Tropicana, ~~net~~Belle ~~worth~~of toBaton ~~below~~Rouge, ~~$250~~Trop ~~million. Nonetheless~~Advantage, ~~Starfire~~the ~~may~~Quarter ~~not~~at beTropicana ~~able~~and ~~to fund its indemnification obligations to us~~Lumiére.

WeTropicana ~~are subject to the risk of possibly becoming an investment company.~~Trademarks

~~Because~~Tropicana wealong with certain entities that own Tropicana Las Vegas (“Tropicana LV”) are parties to a ~~holding~~trademark ~~company~~Settlement ~~and~~Agreement a(the ~~significant~~“Settlement ~~portion~~Agreement”) governing the respective rights of ~~our~~the ~~assets~~parties ~~may~~to the “Tropicana” trademark. Pursuant to the Settlement Agreement, ~~from~~which ~~time~~became effective on September 28, 2011, the Tropicana LV entities, subject to ~~time~~certain advertising exceptions and other terms and conditions set forth in the Settlement Agreement, ~~consist~~have ofperpetual ~~investments~~exclusive rights to use the names, trademarks, and/or service marks (the “Marks”) TROPICANA LAS VEGAS (or TROP LAS VEGAS) and TROPICANA LV (or TROP LV) (the “TLV Marks”, as defined in ~~companies~~the Settlement Agreement) in ~~which~~conjunction wewith ~~own~~its ~~less~~services ~~than~~(“Services”, as defined in the Settlement Agreement) in the City of Las Vegas, Nevada and within a 50%-mile ~~interest~~radius of the front entrance of the Tropicana Las Vegas Hotel and Casino located at 3801 Las Vegas Boulevard South, weLas ~~run~~Vegas, Nevada (the ~~risk~~“TLV ofTerritory”) ~~inadvertently~~along ~~becoming~~with ancertain ~~investment~~rights ~~company~~to ~~that~~use isthe ~~required~~TLV Marks on the Internet without geographic limitation and to register ~~under~~ the ~~Investment~~TLV ~~Company~~Marks ~~Act~~as domain names. ~~Registered~~Tropicana ~~investment~~and ~~companies~~its ~~are~~affiliates, subject to ~~extensive,~~certain ~~restrictive~~advertising exceptions and ~~potentially~~other ~~adverse~~terms ~~regulations~~and ~~relating~~conditions ~~to,~~set ~~among~~forth ~~other~~in ~~things,~~the ~~operating~~Settlement ~~methods~~Agreement, ~~management,~~have ~~capital~~perpetual ~~structure,~~exclusive ~~dividends~~worldwide rights (excluding the TLV Territory) to use the TROPICANA and ~~transactions~~TROP Marks coupled with ~~affiliates.~~either ~~Registered~~a ~~investment~~pre-existing ~~companies~~identifier ~~are~~of ~~not~~its ~~permitted~~Services to(such ~~operate~~as ~~their~~"TROPICANA ~~business~~ENTERTAINMENT" inor ~~the~~"TROP ~~manner~~ADVANTAGE") inor ~~which~~an weaccurate ~~operate~~geographic ~~our~~identifier ~~business, nor~~of ~~are~~the ~~registered~~location ~~investment~~of ~~companies~~a ~~permitted~~Tropicana toEntertainment ~~have~~property ~~many~~(other than LAS VEGAS or the name of any city within the ~~relationships~~TLV ~~that~~Territory) we(the ~~have~~“TE Marks”) along with ~~our~~certain ~~affiliated~~rights ~~companies.~~to use the TE Marks on the Internet without geographic limitation and to register the TE Marks as domain names.

In order not to become an investment company required to register under the Investment Company Act, we monitor the value of our investments and structure transactions with an eye toward the Investment Company Act. As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. In addition, events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company. If it were established that we were an investment company, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, in an action brought by the SEC, that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period it was established that we were an unregistered investment company. Seasonality

IfTropicana's wecash ~~discover~~flows ~~significant~~from ~~deficiencies~~operating activities are seasonal in ~~our~~nature. ~~internal~~Operating ~~controls~~results ~~over~~are ~~financial~~traditionally ~~reporting~~the orstrongest atin ~~any~~the ~~recently~~third ~~acquired~~quarter ~~entity,~~and ittraditionally ~~may~~the ~~adversely~~weakest ~~affect~~during ~~our~~the ~~ability~~fourth quarter. Any excess cash flows achieved from operations during the peak seasons are used to ~~provide~~subsidize ~~timely~~non-peak ~~and~~seasons. ~~reliable~~Performance ~~financial~~in ~~information~~non-peak seasons is usually dependent on favorable weather and ~~satisfy~~a ~~our~~long-weekend ~~reporting~~holiday ~~obligations~~calendar. ~~under~~In ~~federal~~the ~~securities~~event ~~laws~~that Tropicana is not able to generate excess cash flows during the peak seasons, it may not be able to fully subsidize non-peak seasons.

~~Effective~~Governmental ~~internal~~Regulation and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. A “significant deficiency” is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention of those responsible for oversight of our financial reporting.

ToThe ownership and operation of Tropicana's gaming facilities are subject to pervasive regulation under the ~~extent~~laws ~~that~~and ~~any~~regulations ~~material~~of ~~weakness~~each orof ~~significant~~the ~~deficiency~~six ~~exists~~states in ~~our~~which ~~consolidated~~it ~~subsidiaries’~~operates ~~internal~~as ~~control~~well ~~over~~as ~~financial~~in ~~reporting,~~Aruba ~~such~~where ~~material~~Tropicana ~~weakness~~operates ora ~~significant~~small ~~deficiency~~casino. ~~may~~Gaming ~~adversely~~laws ~~affect~~generally ~~our~~are ~~ability~~based upon declarations of public policy designed to ~~provide~~protect ~~timely~~gaming consumers and ~~reliable~~the ~~financial~~viability ~~information~~and ~~necessary~~integrity ~~for~~of the ~~conduct~~gaming ofindustry. ~~our~~Gaming ~~business~~laws ~~and~~also ~~satisfaction~~may ofbe ~~our~~designed ~~reporting~~to ~~obligations~~protect ~~under~~and ~~federal~~maximize ~~securities~~state ~~laws.~~and ~~Ineffective~~local ~~internal~~revenues derived through taxes and ~~disclosure~~licensing ~~controls~~fees ~~could~~imposed ~~cause~~on ~~investors~~the gaming industry participants as well as to ~~lose~~enhance ~~confidence~~economic indevelopment ~~our~~and ~~reported~~tourism. ~~financial~~To ~~information~~accomplish these public policy goals, ~~which~~gaming ~~could~~laws ~~have~~establish aprocedures ~~negative~~to ~~effect~~ensure onthat participants in the ~~rating~~gaming industry meet certain standards of ~~our~~character ~~debt.~~and fitness.

22Typically, a jurisdiction's regulatory environment is established by statute and is administered by a regulatory agency with broad discretion to regulate, among other things, the affairs of owners, managers and persons with financial interests in gaming operations.

~~TABLE OF CONTENTS~~Licensing

~~Certain~~Gaming ~~members~~laws require Tropicana and certain of ~~our~~its ~~management~~subsidiaries, ~~team~~as ~~may~~well beas ~~involved~~its indirectors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other ~~business~~key ~~activities~~employees ~~that~~and, ~~may~~in ~~involve~~some ~~conflicts~~cases, certain of ~~interest~~its shareholders (with respect to corporations), members (with respect to limited liability companies), and holders of debt securities, to obtain licenses, findings of suitability or other approvals from gaming authorities. Licenses or findings of

Certain individual members of our management team may, from time to time, be involved in the management of other businesses, including those owned or controlled by Mr. Icahn and his affiliates. Accordingly, these individuals may focus a portion of their time and attention on managing these other businesses. Conflicts may arise in the future between our interests and the interests of the other entities and business activities in which such individuals are involved. 18

Wesuitability ~~may~~typically ~~not~~require ~~realize~~a determination that the ~~potential~~applicant ~~benefits~~is suitable or otherwise qualified to hold the license or the finding of ~~our~~suitability ~~acquisitions~~necessary to hold equity, debt securities or position with the gaming licensee or its affiliated entities. Where not mandated by statute, rule or regulation, gaming authorities generally have broad discretion in determining who must come forward for suitability and whether an applicant qualifies for licensing or should be deemed suitable or otherwise qualified.

WeOther may expand our existing businesses if appropriate opportunities are identified, as well as use our established businesses as a platform for additional acquisitions in the same or related areas. Any such acquisition, if consummated, could involve risks not presently faced by us. In addition, we may not realize the anticipated benefits of any such acquisition. Regulations

~~Risks~~Tropicana ~~Relating~~is subject to ~~Our~~various ~~Business~~federal, state and local laws and regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, currency transactions, employees, taxation, zoning and building codes, marketing and advertising, vessels and permanently moored craft. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect Tropicana's business.

~~General~~Employees

InAs ~~addition~~of toDecember 31, ~~the~~2015, ~~following~~Tropicana ~~risk~~had ~~factors~~approximately ~~specific~~7,100 toemployees ~~each~~and had collective bargaining agreements with several unions covering approximately 2,700 of ~~our~~those ~~businesses~~employees, substantially all of ~~our~~whom ~~businesses~~ are ~~subject~~employed toat ~~the~~Tropicana ~~effects~~AC, Lumiére Place Casino, Belle of ~~the~~Baton ~~following:~~Rouge and Tropicana Evansville. Tropicana periodically experiences challenges in negotiating collective bargaining agreements with certain unions. In September 2014, a collective bargaining agreement with UNITE HERE Local 54 covering approximately 1,100 employees at Tropicana AC expired and Tropicana AC is presently operating without an agreement with this union.

~~• the threat of terrorism;~~Mining

~~• loss of any of our or our subsidiaries’ key personnel;~~Background

•We ~~the~~conduct ~~unavailability,~~our asMining ~~needed~~segment through our majority ownership in Ferrous Resources Ltd ("Ferrous Resources"). As discussed below, ofwe ~~additional~~obtained ~~financing;~~control of and consolidated the results of Ferrous Resources during the second quarter of 2015.

•Ferrous Resources acquired 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 ~~unavailability~~global steel industry. Ferrous Resources has acquired significant iron ore assets in the State of ~~insurance~~Minas Gerais, Brazil, known as Viga, Viga Norte, Esperança, Serrinha and Santanense. In addition, Ferrous Resources has acquired certain mineral rights near Jacuípe in the State of Bahia, Brazil. Of the assets acquired, Viga, Esperança and Santanense are already extracting and producing iron ore, while the other assets are at ~~acceptable~~an ~~rates~~early stage of exploration.

~~Global~~In ~~economic~~response ~~conditions~~to ~~may~~the ~~have~~current ~~adverse~~depressed ~~impacts~~iron onore ~~our~~price ~~businesses~~environment, Ferrous Resources decided to temporarily suspend Esperança's and ~~financial~~Santanense's ~~condition~~operations during the first quarter of 2015 in order to study alternatives to further reduce cost of production and improve product quality and therefore to improve profitability and margin per metric ton.

Changes in economic conditions could adversely affect our financial condition and results of operations. A number of economic factors, including, but not limited to, consumer interest rates, consumer confidence and debt levels, retail trends, housing starts, sales of existing homes, the level and availability of mortgage refinancing, and commodity prices, may generally adversely affect our businesses, financial condition and results of operations. Recessionary economic cycles, higher and protracted unemployment rates, increased fuel and other energy and commodity costs, rising costs of transportation and increased tax rates can have a material adverse impact on our businesses, and may adversely affect demand for sales of our businesses’ products, or the costs of materials and services utilized in their operations. These factors could have a material adverse effect on our revenues, income from operations and our cash flows. Acquisition

~~Investment~~On ~~Management~~April 25, 2015, IEP Ferrous Brazil LLC ("IEP Ferrous"), a wholly owned subsidiary of ours, entered into an agreement which provided that IEP Ferrous would launch a tender offer to purchase any and all of the outstanding shares of Ferrous Resources for $0.36 per share and backstop a certain rights offering of up to $40 million.

~~Our~~Prior ~~Investment~~to ~~Management~~the ~~segment~~tender ~~may~~offer, beIEP ~~materially~~Ferrous ~~and~~owned ~~negatively~~approximately ~~affected~~14.1% byof ~~adverse~~the ~~conditions~~total inoutstanding shares of Ferrous Resources. As a result of the ~~global~~tender ~~financial~~offer, ~~markets~~IEP ~~and~~Ferrous obtained control of Ferrous Resources through the ~~economy~~purchase ~~generally~~of additional shares of Ferrous Resources on June 8, 2015 (the acquisition date), and additional shares of Ferrous Resources on June 26, 2015 for a combined aggregate tender consideration of $180 million. In addition, on June 26, 2015, pursuant to a certain rights offering, we purchased additional shares of Ferrous Resources for an aggregate consideration of $29 million.

~~There~~As is significant risk that conditions in the global financial markets and the economy generally could deteriorate and experience volatility and illiquidity and these conditions could continue for a significant period of ~~time.~~December 31, ~~In the event that some or all of these conditions occur~~2015, ~~the~~we ~~Private~~owned ~~Funds~~approximately ~~could be materially and adversely affected in many different ways~~77.2% ~~Furthermore, difficult market conditions may also increase the risk~~ of ~~default with respect to investments held by~~ the ~~Private~~total ~~Funds~~outstanding ~~that~~common ~~have~~stock ~~significant debt investments. Many other factors beyond the control~~ of ~~our~~Ferrous ~~Investment Management segment may adversely affect the Private Funds, including, without limitation, rising interest rates, inflation, terrorism or political uncertainty~~Resources.

~~The historical financial information for our Investment Management segment is not necessarily indicative of its future performance.~~Strategy

The ~~financial~~economic ~~results~~viability of ~~our~~Ferrous ~~Investment~~Resources' ~~Management~~business ~~segment~~is ~~are~~highly ~~primarily~~dependent ~~driven~~on bythe ~~AUM~~market price of iron ore. Ferrous Resources' longer-term strategy is to produce and sell iron ore products in the ~~performance~~domestic ofBrazilian market, as well as to the ~~Private~~export ~~Funds.~~markets, ~~The~~principally ~~historical~~China, ~~consolidated~~Japan, ~~financial~~Korea, ~~information~~the ~~contained~~Middle ~~elsewhere~~East inand ~~this~~also ~~Annual~~potentially ~~Report~~Europe. onFuture ~~Form~~revenues ~~10-K~~will isdepend ~~not~~on ~~indicative~~Brazilian ofand ~~the~~global ~~future~~demand ~~financial~~levels ~~results~~for ofiron ~~our~~ore, ~~Investment~~iron ~~Management~~ore ~~segment.~~international Insales ~~particular~~prices, ~~with~~the ~~respect~~type toof iron ore product it sells and the ~~historical~~iron ~~returns~~content of ~~our~~those ~~Investment~~products. ~~Management~~Iron ~~segment:~~ore prices (including sale prices in Brazil) are largely driven by global demand for crude steel, the primary driver for iron ore demand.

2319

~~TABLE~~For OFFerrous ~~CONTENTS~~Resources, the key performance driver has historically been from demand for raw materials from Chinese steelmakers. For the period June 1, 2015 through December 31, 2015, Ferrous Resources has been concentrating on sales in Brazil, where the best margins are being captured. During the fourth quarter of 2015, both domestic and global steel industries continued to show weakness as steel mills' utilization rates have not recovered and iron ore prices remain weak.

~~• past favorable market conditions and profitable investment opportunities may not occur in the future;~~Competition

•The ~~future~~iron ~~returns~~ore ~~may~~industry beis ~~affected~~characterized by ~~the~~intense ~~risks~~competition ~~described~~and ~~elsewhere~~a inhigh ~~this~~level ~~Annual~~of ~~Report~~market onconcentration. ~~Form~~Ferrous ~~10-K,~~Resources ~~including~~competes ~~risks~~with a number of ~~the~~large ~~industries~~international ~~and~~mining ~~businesses~~companies, inmany of which ahave ~~particular~~mineral ~~Private~~and ~~Fund~~financial ~~invests;~~resources ~~and~~substantially greater than those of Ferrous Resources.

~~• future returns will be affected by the reduction of AUM resulting from the return of capital to the fee-paying investors.~~Customers

~~Poor~~Ferrous ~~performance~~Resources ofcurrently ~~the~~sells ~~Private~~its ~~Funds~~products ~~could~~in ~~cause~~the adomestic ~~decline~~Brazilian inmarket ~~our~~to ~~Investment~~two ~~Management~~main ~~segment~~customers, ~~revenue~~one ~~and~~of wewhich ~~might~~accounted ~~not~~for ~~receive~~89% ~~incentive~~of ~~allocations~~our orMining ~~special~~segment's ~~profits~~net ~~interest~~sales ~~allocations~~ for athe ~~significant~~ period ofJune ~~time~~1, 2015 through December 31, 2015.

Income from our Investment Management segment is derived principally from three sources: (1) special profits interest allocations; (2) incentive allocations; and (3) gains or losses on our interests in the Investment Funds. In the event that one or more of the Investment Funds were to perform poorly, our Investment Management segment revenue could decline and we may not receive special profits interest allocations or incentive allocations. The incentive allocations are subject to a “high watermark,” whereby the General Partners do not earn incentive allocations during a particular year even though the fund had a positive return in such year until losses in prior periods are recovered. Employees

InAs ~~the event that the performance~~ of ~~an Investment Fund is unfavorable~~December 31, ~~our Investment Management segment revenue could decline~~2015, weFerrous ~~will~~Resources ~~not~~had ~~receive~~935 ~~any special profit allocations in future periods from such Investment Fund and the amount of the Investment Funds’ high watermark with respect to the incentive allocations will increase~~employees. Moreover, we could experience losses on our direct investments of our own capital as a result of any such poor performance of the Investment Funds. Investors and potential investors in the Investment Funds regularly assess the Investment Funds’ performance. The ability of the Investment Funds to raise capital, and the avoidance of excessive redemption levels, will depend on several factors, including the Investment Funds’ continued performance at a level that is satisfactory to investors and potential investors in the Investment Funds.

~~Successful~~Food ~~execution of the Private Funds’ activist investment activities involves many risks, certain of which are outside of our control.~~Packaging

The success of the Private Funds’ investment strategy may require, among other things: (i) that our Investment Management segment properly identify companies whose securities prices can be improved through corporate and/or strategic action or successful restructuring of their operations; (ii) that the Private Funds acquire sufficient securities of such companies at a sufficiently attractive price; (iii) that the Private Funds avoid triggering anti-takeover and regulatory obstacles while aggregating their positions; (iv) that management of portfolio companies and other security holders respond positively to our proposals; and (v) that the market price of portfolio companies’ securities increases in response to any actions taken by the portfolio companies. We cannot assure you that any of the foregoing will succeed. Background

~~The~~We ~~Private~~conduct ~~Funds’~~our ~~investment~~Food ~~strategy~~Packaging ~~involves~~segment ~~numerous~~through ~~and~~our ~~significant~~majority ~~risks,~~ownership ~~including~~in ~~the~~Viskase ~~risk~~Companies, ~~that~~Inc. ~~investors~~("Viskase"). As inof ~~the Private Funds~~December 31, ~~including us~~2015, ~~may~~we ~~lose~~owned ~~some~~approximately or73.3% ~~all~~ of ~~their investments in~~ the ~~Private~~total ~~Funds.~~outstanding ~~This~~common ~~risk~~stock ~~may be magnified due to concentration~~ of ~~investments and investments in undervalued securities~~Viskase.

Our Investment Management segment’s revenue depends on the investments made by the Private Funds. There are numerous and significant risks associated with these investments, certain of which are described in this risk factor and in other risk factors set forth herein. Business

~~Certain~~Viskase ~~investment~~is ~~positions~~a worldwide leader in ~~which~~the ~~each~~production ~~Private~~and ~~Fund~~sale ~~may~~of ~~have~~cellulosic, anfibrous ~~interest~~and ~~may~~plastic becasings ~~illiquid~~for the processed meat and poultry industry. ~~The~~Viskase ~~Private~~operates ~~Funds~~nine ~~may~~manufacturing ~~own~~facilities, ~~restricted~~six ordistribution ~~non-publicly~~centers ~~traded~~and ~~securities~~three service centers throughout North America, Europe, South America and ~~securities~~Asia. ~~traded~~Viskase onprovides ~~foreign~~value-added ~~exchanges~~support services relating to these products for some of the world's largest global consumer products companies. ~~These~~Viskase ~~investments~~believes ~~could~~it ~~prevent~~is aone ~~Private~~of ~~Fund~~the ~~from~~two ~~liquidating~~largest ~~unfavorable~~worldwide ~~positions~~producers ~~promptly~~of non-edible cellulosic casings for processed meats and ~~subject~~one of the ~~Private~~three ~~Fund~~largest tomanufacturers ~~substantial~~of ~~losses~~non-edible fibrous casings.

AtBusiness any given time, a Private Fund’s assets may become highly concentrated within a particular company, industry, asset category, trading style or financial or economic market. In that event, the Private Fund’s investment portfolio will be more susceptible to fluctuations in value resulting from adverse economic Strategy

24Viskase's business strategy is to continue to improve operational efficiencies, product quality and throughput by upgrading existing production facilities and adding resources in high growth markets through new capital investments. Viskase has been successful in implementing production cost-savings initiatives and will continue to pursue similar opportunities that enhance its profitability and competitive positioning as a leader in the casing market. Opportunities to reduce extrusion, shirring and printing waste are also feasible at several of Viskase's facilities through upgraded equipment and an ongoing effort to redefine product mix.

~~TABLE OF CONTENTS~~International

~~conditions~~Viskase ~~affecting~~has seven manufacturing or finishing facilities located outside the ~~performance~~continental ofUnited ~~that~~States: ~~particular~~Monterrey, ~~company~~Mexico; Beauvais, ~~industry~~France; Thâon-les-Vosges, ~~asset~~France; ~~category~~Caronno, ~~trading~~Italy; ~~style~~Warsaw, orPoland; ~~economic~~Clark ~~market~~Freeport ~~than~~Zone, aPhilippines; ~~less~~and ~~concentrated~~Atibaia, ~~portfolio~~Brazil. ~~would~~Viskase becontinues to explore opportunities to expand in emerging markets. AsNet asales ~~result,~~from customers located outside the ~~Private~~United ~~Funds’~~States ~~investment~~represented ~~portfolio~~approximately ~~could~~70% ~~become~~of ~~concentrated~~its total net sales in 2015. Viskase's operations in France are responsible for distributing products, directly or through distributors, in Europe, Africa, the Middle East and ~~its~~parts ~~aggregate~~of ~~return~~Asia. ~~may~~While beoverall ~~volatile~~consumption of processed meat products in North America and ~~may~~Western beEurope ~~affected~~is ~~substantially~~stable, market growth is driven by ~~the~~increasing ~~performance~~demand ofin ~~only~~Eastern ~~one~~Europe, orSouth aAmerica ~~few~~and ~~holdings~~the Asia Pacific region.

The Private Funds seek to invest in securities that are undervalued. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Private Funds’ investments may not adequately compensate for the business and financial risks assumed. Employees

~~From~~As ~~time~~of ~~to time~~December 31, ~~each Private Fund may invest in bonds or other fixed income securities~~2015, ~~such~~Viskase ashad ~~commercial paper and higher yielding (and~~2,030 ~~therefore,~~employees higher risk) debt securities. It is likely that a major economic recession could severely disrupt the market for such securities and may have a material adverse impact on the value of such securities. In additionworldwide, ~~it is likely that any such economic downturn could adversely affect the ability~~ of ~~the~~which ~~issuers~~495 ofemployees ~~such~~were ~~securities~~covered tounder ~~repay~~collective ~~principal~~bargaining ~~and pay interest thereon and increase the incidence of default for such securities~~agreements.

~~For~~Real reasons not necessarily attributable to any of the risks set forth in this Annual Report on Form 10-K (for example, supply/demand imbalances or other market forces), the prices of the securities in which the Private Funds invest may decline substantially. In particular, purchasing assets at what may appear to be undervalued levels is no guarantee that these assets will not be trading at even more undervalued levels at a future time of valuation or at the time of sale. Estate

The prices of financial instruments in which the Private Funds may invest can be highly volatile. Price movements of forward and other derivative contracts in which the Private Funds’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The Private Funds are subject to the risk of failure of any of the exchanges on which their positions trade or of their clearinghouses. Background

~~The~~Our ~~use~~Real ofEstate ~~leverage~~operations inconsist ~~investments~~of byrental ~~the~~real ~~Private~~estate, ~~Funds~~property ~~may~~development ~~pose a significant degree of risk~~ and ~~may~~associated ~~enhance~~club ~~the possibility of significant loss in the value of the investments in the Private Funds~~activities.

Each Private Fund may leverage its capital if its general partner believes that the use of leverage may enable the Private Fund to achieve a higher rate of return. Accordingly, a Private Fund may pledge its securities in order to borrow additional funds for investment purposes. Each Private Fund may also leverage its investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings that each Private Fund may have outstanding at any time may be substantial in relation to its capital. While leverage may present opportunities for increasing a Private Fund’s total return, leverage may increase losses as well. Accordingly, any event that adversely affects the value of an investment by a Private Fund would be magnified to the extent such fund is leveraged. The cumulative effect of the use of leverage by each Private Fund in a market that moves adversely to the Private Fund’s investments could result in a substantial loss to the Private Fund that would be greater than if the Private Fund was not leveraged. There is no assurance that leverage will be available on acceptable terms, if at all. 20

InOur ~~general,~~rental ~~the~~real ~~use~~estate ofoperations ~~short-term~~consist ~~margin~~primarily ~~borrowings~~of ~~results~~retail, inoffice ~~certain~~and ~~additional~~industrial ~~risks~~properties leased to ~~the~~single ~~Private~~corporate ~~Funds~~tenants. ~~For~~As ~~example~~of December 31, ~~should~~2015, ~~the~~we ~~securities~~owned ~~pledged~~15 tocommercial ~~brokers~~rental toreal ~~secure~~estate ~~any~~properties. ~~Private~~We ~~Fund’s~~sold ~~margin~~14 ~~accounts~~commercial ~~decline~~rental inproperties ~~value,~~during the ~~Private~~year ~~Fund~~ended ~~could~~December 31, be2015. ~~subject~~Historically, tosubstantially aall ~~“margin~~of ~~call,”~~our ~~pursuant~~real toestate ~~which~~assets itleased ~~must~~to ~~either~~others ~~deposit~~have ~~additional~~been ~~funds~~net-leased orunder ~~securities~~long-term ~~with~~leases. ~~the~~With ~~broker~~certain exceptions, orthese ~~suffer~~tenants ~~mandatory~~are ~~liquidation~~required ofto ~~the~~pay ~~pledged~~all ~~securities~~expenses relating to ~~compensate for~~ the ~~decline~~leased inproperty ~~value.~~and, Intherefore, ~~the~~we ~~event~~are oftypically anot ~~sudden~~responsible ~~drop~~for inpayment ~~the value~~ of ~~any~~expenses, ofincluding ~~the~~maintenance, ~~Private~~utilities, ~~Fund’s assets~~taxes, ~~the~~insurance ~~Private~~or ~~Fund~~any ~~might~~capital ~~not~~items beassociated ~~able~~with tosuch ~~liquidate assets quickly enough to satisfy its margin requirements~~properties.

25Our property development operations are run primarily through Bayswater Development LLC, a real estate investment, management and development subsidiary that focuses primarily on the construction and sale of single-family and multi-family homes, lots in subdivisions and planned communities and raw land for residential development. Our New Seabury development property in Cape Cod, Massachusetts and our Grand Harbor development property in Vero Beach, Florida include land for future residential development of approximately 239 and 1,128 units of residential housing, respectively. Both our developments operate golf and club operations as well. During the year ended December 31, 2015, we sold the Oak Harbor development and operations in Vero Beach, Florida, which was historically operated as part of the Grand Harbor development property. Our long-term investment horizon and operational expertise allow us to acquire properties with limited current income and complex entitlement and development issues.

~~TABLE~~In OFaddition, ~~CONTENTS~~our Real Estate segment owns an unfinished development property and a partially developed casino, located on approximately 23 acres in Las Vegas, Nevada, which is classified as assets held for sale and is located in other assets in our consolidated balance sheets as of December 31, 2015.

Any of the Private Funds may enter into repurchase and reverse repurchase agreements. When a Private Fund enters into a repurchase agreement, it “sells” securities issued by the U.S. or a non-U.S. government, or agencies thereof, to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Private Fund “buys” securities issued by the U.S. or a non-U.S. government, or agencies thereof, from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Private Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by any of the Private Funds involves certain risks. For example, if the seller of securities to a Private Fund under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Private Fund will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Private Fund’s ability to dispose of the underlying securities may be restricted. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Private Fund may suffer a loss to the extent it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Strategy

~~The~~Our ~~financing~~Real ~~used~~Estate bybusiness ~~each~~strategy ~~Private~~is ~~Fund~~based toon ~~leverage~~our ~~its~~long-term ~~portfolio~~investment ~~will~~outlook. beWe ~~extended~~maximize ~~by securities brokers and dealers in~~ the ~~marketplace~~value inof ~~which~~our ~~the~~commercial ~~Private~~lease ~~Fund~~portfolio ~~invests.~~through ~~While~~effective ~~the~~management ~~Private Fund will attempt to negotiate the terms~~ of ~~these~~existing ~~financing~~properties ~~arrangements with such brokers~~ and ~~dealers,~~disposal ~~its~~of ~~ability~~assets toon doan soopportunistic ~~will be limited~~basis. ~~The~~We ~~Private~~continue ~~Fund is therefore subject~~ to ~~changes~~market inour ~~the~~remaining ~~value~~residential ~~that~~product ~~the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position~~ and~~/or~~ ~~such broker-dealer’s willingness~~ to ~~continue~~build tonew ~~provide~~homes ~~any~~as ~~such credit~~market toconditions ~~the Private Fund~~warrant. ~~Because~~In ~~each~~keeping ~~Private~~with ~~Fund~~the ~~currently~~Real ~~has~~Estate nobusiness' ~~alternative~~strategy ~~credit~~of ~~facility~~investing ~~which~~capital ~~could be used~~ to ~~finance~~grow ~~its~~existing ~~portfolio in the absence of financing from broker-dealers~~operations, itwe ~~could~~actively bepursue ~~forced~~prudent toacquisitions ~~liquidate its portfolio on short notice to meet its financing obligations. The forced liquidation~~ of ~~all~~additional orcommercial aand ~~portion~~residential ofproperties ~~the Private Fund’s portfolios~~ at ~~distressed~~favorable ~~prices~~prospective ~~could result in significant losses to the Private Fund~~returns.

~~The possibility of increased regulation could result in additional burdens on our Investment Management segment. Changes in tax law could adversely affect us.~~Seasonality

InResort ~~July~~operations ~~2010,~~are ~~the~~highly ~~Dodd-Frank~~seasonal ~~Wall~~with ~~Street~~peak ~~Reform~~activity ~~and~~in ~~Consumer~~Cape ~~Protection~~Cod ~~Act,~~from orJune the Reform Act, was enacted into law. The Reform Act would require (based on how we currently conduct the business of our Investment Management segment) one or more entities within our Investment Management segment to beSeptember ~~registered with the SEC by July 2011 as an investment adviser under the Investment Advisers Act of 1940,~~ and ~~would~~in ~~impose~~Florida ~~certain~~from ~~reporting~~November ~~and~~to ~~other requirements on such registered entity or entities~~March. WeSales ~~will~~activity ~~not~~for beour ~~required~~real toestate ~~register~~developments ~~with~~in ~~the~~Cape ~~SEC~~Cod astypically apeak ~~result~~in oflate ~~the~~winter ~~return~~and ofearly ~~the fee-paying capital~~spring, aswhile ~~described elsewhere~~ in ~~this~~Florida ~~Annual~~our ~~Report~~peak onselling ~~Form 10-K.~~season ~~The~~is ~~Reform~~during ~~Act requires additional rulemaking by~~ the ~~SEC~~winter ~~that could impact such entities or other affiliated entities~~months. ~~We cannot predict the effect on us of such rulemaking at this time.~~

The regulatory environment in which our Investment Management segment operates is subject to further regulation in addition to the rules already promulgated. Our Investment Management segment may be adversely affected by the enactment of new or revised regulations, or changes in the interpretation or enforcement of rules and regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. Such changes may limit the scope of investment activities that may be undertaken by the Private Funds’ managers. Any such changes could increase the cost of our Investment Management segment’s doing business and/or materially adversely impact our profitability. Additionally, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges have taken and are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Private Funds and the Investment Management segment could be substantial and adverse. Employees

26As of December 31, 2015, our Real Estate segment had 135 employees. No employees are covered by collective bargaining agreements.

~~TABLE~~Home ~~OF CONTENTS~~Fashion

In addition, changes in tax law could adversely affect us. Legislation has been introduced in Congress which, if enacted, could have a material adverse effect on us. Proposals include legislation which would tax publicly traded partnerships engaged in the Investment Management segment, such as us, as corporations. Other proposals would treat the income from carried interests, when recognized for tax purposes, as ordinary income and as not qualifying as investment income for purposes of the 90% investment income test that publicly traded partnerships must meet to be classified as partnerships. It is unclear whether such legislation will be enacted. Moreover, it is unclear what specific provisions may be enacted, including what the effective date will be, and accordingly what any such legislation’s impact will be on us. It is possible that if such legislation were enacted we would be treated as an association, taxable as a corporation, which would materially increase our taxes. As an alternative, we might be required to restructure our operations, and possibly dispose of certain businesses, in order to avoid or mitigate the impact of any such legislation. Background

~~The~~We ~~investment~~conduct ~~management~~our ~~industry~~Home isFashion ~~intensely~~segment ~~competitive~~through our indirect wholly owned subsidiary, WestPoint Home LLC (“WPH”).

~~The~~We ~~investment~~acquired ~~management~~a ~~industry~~controlling isinterest ~~intensely~~in ~~competitive~~WestPoint International, ~~with~~Inc. ~~competition~~("WPI") ~~based~~out of bankruptcy on aAugust ~~variety~~8, of2005. In ~~factors~~addition, ~~including~~we ~~investment~~acquired ~~performance,~~certain preferred shares in WPI (the ~~quality~~"Preferred ~~and~~Shares") ~~experience~~during of2006. ~~investment~~During ~~professionals~~2011, ~~and~~we ~~business~~acquired ~~reputation~~additional shares of WPI common stock. ~~The~~On ~~Private~~December ~~Funds~~22, ~~compete~~2011, ~~for~~two ~~fund~~of ~~investors~~our subsidiaries, ~~investment~~which ~~opportunities~~held WPI's common and ~~talent~~Preferred Shares, merged with ~~other~~and ~~hedge~~into ~~funds~~WPI with WPI surviving the merger. As a result of the merger, ~~private~~among ~~equity~~other ~~funds~~things, ~~specialized~~(i) ~~funds~~we became the sole owner of WPI, ~~traditional~~(ii) ~~asset~~the ~~managers~~Preferred Shares ceased to exist, ~~commercial~~(iii) ~~banks~~any subscription rights to purchase WPI common stock were cancelled and ~~other~~(iv) ~~financial~~minority ~~institutions~~stockholders of WPI became entitled to receive $3.05 per share for their common stock of WPI.

~~Several~~Effective as of ~~our~~March ~~competitors~~1, ~~have raised~~2012, orpursuant ~~may~~to ~~raise~~an internal reorganization, ~~significant~~WestPoint ~~amounts~~Home, ofInc. ~~capital~~(a ~~and~~wholly ~~many~~owned indirect subsidiary of ~~them~~WPI, ~~have~~which ~~investment~~had ~~objectives~~previously ~~similar~~comprised toour ~~the~~Home ~~Private~~Fashion ~~Funds,~~business) merged into our newly created wholly owned indirect subsidiary (which ~~may~~was ~~create~~formed ~~additional~~as ~~competition~~a ~~for~~Delaware ~~investment~~limited ~~opportunities~~liability company solely for the ~~Private~~purposes ~~Funds~~of such merger) and ~~may~~continued ~~reduce~~its ~~the~~business ~~size~~as ~~and~~a ~~duration~~limited ofliability ~~pricing~~company ~~inefficiencies~~under ~~that~~the ~~many~~name ~~alternative~~WestPoint ~~investment~~Home ~~strategies~~LLC. ~~seek~~In toreferencing ~~exploit.~~WPH, ~~Our~~we ~~competitors~~refer ~~may~~to ~~benefit~~WestPoint ~~from~~Home aInc. ~~lower~~and ~~cost~~WestPoint ofHome ~~capital~~LLC orinterchangeably ~~have~~because ~~higher~~the ~~risk~~business ~~tolerance~~profile orof ~~different~~our ~~risk~~Home ~~assessments,~~Fashion ~~which~~segment's ~~may~~business ~~allow~~did ~~them~~not tochange ~~bid~~as ~~more~~a ~~aggressively~~result ~~than~~of ~~us.~~this reorganization.

The Private Funds may lose investment opportunities in the future if they do not match investment prices, structures and terms offered by competitors. Alternatively, the Private Funds may experience decreased rates of return and increased risks of loss if they match investment price structures and terms offered by competitors. In addition, changes in the global capital markets could diminish the attractiveness of the Private Funds relative to investments in other investment products. This competitive pressure could materially adversely affect the ability of our Investment Management segment to make successful investments for the Private Funds and reduce the AUM of the Private Funds. Business

~~These~~WPH's business consists of manufacturing, sourcing, marketing, distributing and ~~other~~selling ~~factors~~home ~~could~~fashion ~~reduce~~consumer ~~our~~products. ~~Investment~~WPH ~~Management~~differentiates ~~segment~~itself ~~revenue~~in ~~and~~the ~~earnings~~home ~~and~~fashion ~~materially~~textile ~~adversely~~industry ~~affect~~based ~~our~~on ~~Investment~~its ~~Management~~200 ~~segment.~~plus-year heritage of providing its customers

~~The failure of Mr. Icahn to participate in the management of the Private Funds could have a material adverse effect on the Private Funds and on us.~~21

~~The~~with: ~~success~~(1) ofa ~~the~~full ~~Private~~assortment ~~Funds depends upon the ability~~ of ~~our~~home ~~Investment~~fashion ~~Management~~products; ~~segment~~(2) togood ~~develop~~customer ~~and~~service; ~~implement~~(3) ~~investment~~a ~~strategies~~superior ~~that~~value ~~achieve~~proposition; ~~the~~and ~~Private~~(4) ~~Funds’~~branded ~~investment~~and ~~objectives.~~private ~~Subjective~~label ~~decisions~~products ~~made~~with bystrong ~~employees~~consumer ~~of our Investment Management segment may cause the Private Funds to incur losses or to miss profit opportunities on which the Private Funds would otherwise have capitalized~~recognition. InWPH ~~the~~markets ~~event~~a ~~that~~broad ~~Mr.~~range ~~Icahn ceases to participate in the management~~ of ~~the~~manufactured ~~Private Funds, the consequences to the Private Funds~~ and ~~our~~sourced ~~interest~~bed, inbath, ~~them~~basic ~~could~~bedding ~~be material~~ and ~~adverse~~other ~~and~~textile ~~could lead to the premature termination of the Private Funds. In the event that Mr. Icahn dies~~products, orincluding ~~is unable~~sheets, ~~by reason of illness or injury~~pillowcases, ~~to perform his duties as chief executive officer of the General Partners for 90 consecutive days~~bedspreads, ~~or for any reason other than death~~quilts, ~~illness~~comforters orand ~~injury~~duvet ~~ceases to perform those duties~~covers, ~~the~~bath ~~investors in each of the Private Funds have certain redemption rights. The occurrence of such an event could have a material adverse effect on the revenues~~ and ~~earnings~~beach oftowels, ~~our~~bath ~~Investment~~accessories, ~~Management~~bed ~~segment~~skirts, ~~and~~bed ~~the~~pillows, ~~ability~~flocked ofblankets, ~~the~~woven ~~Private~~blankets ~~Funds to maintain or grow their AUM. Such redemptions could possibly lead to a liquidation of one or more of the Private Funds~~ and athrows ~~corresponding elimination of our potential to earn special profits interest allocations~~ and ~~incentive~~mattress ~~allocations~~pads. ~~The loss of Mr. Icahn could, therefore, ultimately result in a loss of substantially all of the earnings of our Investment Management segment.~~

27WPH manufactures and sources its products in a wide assortment of colors and patterns from a variety of fabrics, including chambray, twill, sateen, and from a variety of fibers, including cotton, synthetics and cotton blends. WPH seeks to position its business as a single-source supplier to retailers of home fashion products, offering a broad assortment of products across multiple price points. WPH believes that product and price point breadth allows it to provide a comprehensive product offering for each major distribution channel.

~~TABLE~~WPH OFtransitioned ~~CONTENTS~~the majority of its manufacturing to Bahrain, a low-cost country, and continues to maintain its corporate offices and certain distribution operations in the United States.

~~The Private Funds make investments in companies we do not control.~~Strategy

~~Investments~~Beginning bywith ~~the~~its ~~Private~~purchase ~~Funds~~of ~~include~~the ~~investments~~assets ~~in debt or equity securities~~ of ~~publicly~~WestPoint ~~traded~~Stevens ~~companies~~in ~~that~~2005, weWPH dohas ~~not~~been ~~control.~~focused ~~Such~~on ~~investments~~restructuring ~~may~~its bebusiness ~~acquired~~ by areducing ~~Private~~costs ~~Fund~~and ~~through~~improving ~~open~~profitability. WPH's ~~market~~restructuring ~~trading~~process ~~activities~~has ortaken ~~through~~several ~~purchases~~years ofand ~~securities~~remains ~~from the issuer~~on-going. These ~~investments~~actions ~~will~~have beincluded ~~subject~~moving tomanufacturing ~~the~~operations ~~risk~~overseas, ~~that~~reducing ~~the~~labor ~~company in which the investment is made may make business~~costs, ~~financial~~attempting orto ~~management~~source ~~decisions~~goods ~~with~~at ~~which~~lower ~~our~~prices ~~Investment~~and ~~Management~~addressing ~~segment~~unfavorable ~~disagree~~licensing ~~or that the majority of stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve the best interests of the Private Fund~~arrangements. WPH ~~In addition,~~has aalso ~~Private~~been ~~Fund~~focused ~~may~~on ~~make~~significant ~~investments~~restructuring in ~~which it shares control over~~ the ~~investment~~United ~~with co-investors~~States, which ~~may~~has ~~make~~included itstreamlining ~~more difficult for it to implement~~ its ~~investment~~merchandising, ~~approach~~sales, orcustomer ~~exit the investment when it otherwise would. If any of the foregoing were to occur~~service, ~~the~~finance ~~values~~divisions ~~of the investments by the Private Funds could decrease~~ and ~~our~~its ~~Investment~~distribution ~~Management segment revenues could suffer as a result~~process.

~~The~~WPH ~~ability~~believes toits ~~hedge~~principal ~~investments~~manufacturing ~~successfully~~facility isin ~~subject~~Bahrain allows it to ~~numerous~~benefit ~~risks~~from competitive labor rates, attractive incentives, low energy costs and a favorable tax treaty. WPH currently has one non-U.S. manufacturing plant and one manufacturing plant and one distribution center in the United States. WPH regularly reviews the possibility of implementing additional cost-saving measures.

~~The Private Funds may utilize financial instruments~~Brands, ~~both~~Trademarks ~~for investment purposes~~ and for risk management purposes in order to (i) protect against possible changes in the market value of a Private Fund’s investment portfolios resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect a Private Fund’s unrealized gains in the value of its investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Private Fund’s portfolio; (v) hedge the interest rate or currency exchange rate on any of the Private Fund’s liabilities or assets; (vi) protect against any increase in the price of any securities our Investment Management segment anticipate purchasing at a later date; or (vii) for any other reason that our Investment Management segment deems appropriate. Licenses

~~The~~WPH ~~success~~markets ofits ~~any~~products ~~hedging~~under ~~activities will depend~~trademarks, inbrand ~~part,~~names ~~upon the degree of correlation between the performance of the instruments used in the hedging strategy~~ and ~~the~~private ~~performance of the portfolio investments being hedged. However~~labels, ~~hedging~~which ~~techniques~~it ~~may~~uses ~~not always be possible or effective in limiting potential risks of loss. Since the characteristics of many securities change~~ as ~~markets~~merchandising ~~change~~tools ~~or time passes, the success of our Investment Management segment’s hedging strategy will also be subject~~ to ~~the~~assist ~~ability~~its ofcustomers ~~our Investment Management segment to continually recalculate, readjust and execute hedges~~ in ancoordinating ~~efficient~~their ~~and~~product ~~timely~~offerings manner. While a Private Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Private Fund than if it had not engaged in such hedging transactions. For a variety of reasons, a Private Fund may not seek to establish a perfect correlation between the hedging instruments utilized and ~~the~~differentiating ~~portfolio~~their ~~holdings~~products ~~being hedged. Such an imperfect correlation may prevent the Private Fund~~ from ~~achieving~~those ~~the intended hedge or expose the Private Fund to risk~~ of ~~loss.~~their Each Private Fund does not intend to seek to hedge every position and may determine not to hedge against a particular risk for various reasons, including, but not limited to, because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedgecompetitors. ~~Our Investment Management segment may not foresee the occurrence of the risk and therefore may not hedge against all risks.~~

WeWPH ~~are~~manufactures ~~subject~~and tosells ~~third-party~~its ~~litigation~~own ~~risks~~branded ~~attributable~~line toof ~~our~~home ~~Investment~~fashion ~~Management~~products ~~segment~~consisting ~~that~~of ~~could~~merchandise ~~result~~bearing inregistered ~~significant~~trademarks ~~liabilities~~ that ~~could~~include ~~adversely~~WestPoint ~~affect~~Home, ~~our~~Grand ~~Investment~~Patrician, ~~Management~~Martex, ~~operations~~Luxor, Modern Living and Vellux.

~~Some~~In ofaddition, ~~the~~some ~~tactics~~of ~~that~~WPH's ~~the~~home ~~Private~~fashion ~~Funds~~products ~~may~~are ~~use~~manufactured ~~involve~~and ~~litigation.~~sold ~~The~~pursuant ~~Private~~to ~~Funds~~licensing ~~could~~agreements beunder adesigner ~~party~~and tobrand ~~lawsuits~~names that ~~they initiate or that are initiated by a company in which the Private Funds invest~~include, ~~other~~among ~~shareholders~~others, ~~or state and federal governmental bodies. There can be no assurance that litigation~~IZOD, ~~once~~Southern ~~begun~~Tide, ~~would~~Under ~~be resolved in favor of~~ the ~~Private~~Canopy ~~Funds.~~and Portico.

InPrivate ~~addition~~label brands, wealso ~~will~~known beas ~~exposed~~“store tobrands,” ~~risk~~are ofcontrolled ~~litigation~~ by aindividual ~~Private~~retail ~~Fund’s~~customers ~~investors~~through ifuse ~~our Investment Management segment’s management~~ of ~~the~~their ~~Private~~own ~~Funds~~brands isor ~~alleged~~through toan ~~constitute~~exclusive ~~gross~~license ~~negligence, willful misconduct~~ or ~~dishonesty~~other orarrangement ~~breach~~with ofbrand ~~contract or organizational documents~~owners. ~~Further, the~~ Private ~~Funds~~label ~~may~~brands beprovide ~~subject~~retail tocustomers ~~third-party~~with ~~litigation~~a ~~arising~~way ~~from~~to ~~investors’~~promote ~~dissatisfaction~~consumer ~~with~~loyalty, ~~the~~as ~~performance of~~ the ~~Private~~brand ~~Funds~~is orowned ~~based~~and oncontrolled ~~claims~~by ~~that~~WPH's itretail ~~improperly~~customers ~~exercised~~and ~~control~~not orby ~~influence over portfolio investments~~WPH. ~~Our~~As ~~Investment~~WPH's ~~Management~~customer ~~segment~~base ~~may~~has ~~also~~experienced beconsolidation, ~~exposed~~there tohas ~~the~~been ~~risk~~an ofincreasing ~~litigation~~focus oron ~~investigation~~proprietary bybranding ~~investors or regulators relating to transactions that presented conflicts of interest that were not properly addressed~~strategies. ~~In such~~

28The percentage of WPH's net sales derived from the sale of private label branded and unbranded products for 2015 was approximately 39%. For 2015, the percentage of WPH net sales derived from sales under brands it owns and controls was approximately 36%, and the percentage of WPH net sales derived from sales under brands owned by third parties pursuant to licensing arrangements with WPH was approximately 25%.

~~TABLE OF CONTENTS~~Customers

~~actions,~~WPH wesells ~~would~~its behome ~~obligated~~fashion products to, ~~bear~~chain ~~legal~~stores, ~~settlement~~mass ~~and~~merchants, ~~other~~department ~~costs~~stores, ~~(which~~specialty ~~may~~stores ~~exceed~~and ~~our~~warehouse ~~available~~clubs, ~~insurance~~both ~~coverage)~~domestically and internationally. During In2015, ~~addition~~WPH's top four customers accounted for approximately 64% of its net sales, ~~our~~one ~~rights~~of towhich ~~indemnification~~individually ~~from~~accounted ~~the~~for ~~applicable~~approximately ~~Private~~25% ~~Funds~~of ~~may~~its benet ~~challenged~~sales.

Certain of the Private Funds are incorporated or formed under the laws of the Cayman Islands. Cayman Islands laws, particularly with respect to shareholder rights, partner rights and bankruptcy, may differ from the laws of the United States and could possibly change to the detriment of the applicable Private Fund. Competition

The ~~Private~~home ~~Funds~~fashion ~~may~~industry ~~invest~~is infragmented ~~companies~~and ~~that~~highly ~~are~~competitive. ~~based~~Future ~~outside~~success ofwill, ~~the~~to ~~United~~a ~~States~~large extent, ~~which~~depend ~~may~~on ~~expose~~WPH's ~~the~~ability ~~Private~~to ~~Funds~~be toa ~~additional~~competitive ~~risks~~low-cost ~~not~~producer. ~~typically~~WPH ~~associated~~competes with ~~investing~~both foreign and domestic companies on, among other factors, the basis of price, quality, design and customer service. WPH may also face competition in the future from companies that are ~~based~~currently third-party suppliers to WPH. Future success depends on the ability to remain competitive in the ~~United~~areas ~~States~~of marketing, product development, price, quality, brand names, manufacturing capabilities, distribution and order processing.

Investments in securities of non-U.S. issuers (including non-U.S. governments) and securities denominated or whose prices are quoted in non-U.S. currencies pose, to the extent not successfully hedged, currency exchange risks (including blockage, devaluation and non-exchangeability), as well as a range of other potential risks, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. issuers. Transaction costs of investing in non-U.S. securities markets are generally higher than in the United States. There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the United States. The Private Funds may have greater difficulty taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures which in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect the Private Funds’ performance. Investments in non-U.S. markets may result in imposition of non-U.S. taxes or withholding on income and gains recognized with respect to such securities. There can be no assurance that adverse developments with respect to such risks will not materially adversely affect the Private Funds’ investments that are held in certain countries or the returns from these investments. Employees

~~The~~As ~~Private~~of ~~Funds~~December 31, ~~invest in distressed securities~~2015, asWPH ~~well~~had ~~as bank loans~~2,051 ~~asset~~employees ~~backed securities and mortgage backed securities~~worldwide.

The Private Funds may invest in securities of U.S. and non-U.S. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings. Investments of this type may involve substantial financial, legal and business risks that can result in substantial, or at times even total, losses. The market prices of such securities are subject to abrupt and erratic market movements and above-average price volatility. It may take a number of years for the market price of such securities to reflect their intrinsic value. In liquidation (both in and out of bankruptcy) and other forms of corporate insolvency and reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash, assets or a new security the value of which will be less than the purchase price to the Private Funds of the security in respect to which such distribution was made and the terms of which may render such security illiquid. 22

~~The~~Holding ~~Private Funds’ investments are subject to numerous additional risks, certain of which are described below.~~Company

•We ~~Generally,~~seek ~~there~~to ~~are~~invest ~~few~~our ~~limitations~~available ~~set~~cash ~~forth~~and incash ~~the~~equivalents ~~offering~~in ~~documents~~liquid ofinvestments ~~the~~with ~~Private~~a ~~Funds~~view onto ~~the~~enhancing ~~execution~~returns ofas ~~their~~we ~~investment~~continue ~~activities, which are subject~~ to ~~the~~assess ~~sole~~further ~~discretion~~acquisitions of, ~~our~~or ~~Investment~~investments ~~Management~~in, ~~segment~~operating businesses.

•As Aof ~~Private Fund may buy or sell (or write) both call options and put options~~December 31, ~~and when it writes options~~2015, itwe ~~may~~had doinvestments sowith on a ~~covered~~fair ormarket anvalue ~~uncovered~~of ~~basis~~approximately $3.4 ~~When~~billion ~~the~~in ~~Private Fund sells (or writes) an option,~~ the ~~risk~~Investment ~~can be substantially greater than when it buys an option~~Funds. We ~~The~~may ~~seller~~redeem ofour andirect ~~uncovered~~investment ~~call option bears the risk of an increase~~ in the ~~market~~Investment ~~price~~Funds ofupon ~~the underlying security~~notice.

29We conduct our activities in a manner so as not to be deemed an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Generally, this means that we do not invest or intend to invest in securities as our primary business and that no more than 40% of our total assets will be invested in investment securities as such term is defined in the Investment Company Act. In addition, we intend to structure our investments so as to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code of 1986, as amended, or the Code.

~~TABLE~~Available ~~OF CONTENTS~~Information

~~above~~Icahn ~~the~~Enterprises ~~exercise~~maintains ~~price~~a website at www.ielp.com. ~~The~~We ~~risk~~provide isaccess ~~theoretically~~to ~~unlimited~~our ~~unless~~annual ~~the~~reports ~~option~~on isForm ~~covered.~~10-K, Ifquarterly itreports ison ~~covered~~Form 10-Q, ~~the~~current ~~Private~~reports ~~Fund~~on ~~would~~Form ~~forego~~8-K ~~the~~and ~~opportunity~~all ~~for~~amendments ~~profit~~to onthose reports free of charge through this website as soon as reasonably practicable after such material is electronically filed with the ~~underlying~~SEC. ~~security~~Paper ~~should~~copies of annual and periodic reports filed with the ~~market~~SEC ~~price~~may be obtained free of charge upon written request by contacting our headquarters at the ~~security~~address ~~rise~~located ~~above~~on the ~~exercise~~front ~~price~~cover of this report or under Investor Relations on our website. In ~~Swaps~~addition, ~~and~~our ~~certain~~corporate ~~options~~governance guidelines, including Code of Business Conduct and ~~other~~Ethics ~~custom~~and ~~instruments~~Audit Committee Charter, are ~~subject~~available on our website (under Corporate Governance) and are available in print without charge to ~~the~~any ~~risk~~stockholder ofrequesting ~~non-performance~~them. You bymay obtain and copy any document we furnish or file with the ~~swap~~SEC ~~counterparty~~at the SEC's public reference room at 100 F Street, ~~including~~NE, ~~risks~~Room ~~relating~~1580, toWashington, D.C. 20549. You may obtain information on the ~~creditworthiness~~operation of the ~~swap~~SEC's ~~counterparty,~~public ~~market~~reference ~~risk~~facilities by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, ~~liquidity~~information ~~risk~~statements, and ~~operations~~other ~~risk~~information regarding issuers like us who file electronically with the SEC. The SEC's website is located at www.sec.gov.

•Item The ability of the Private Funds to execute a short selling strategy may be materially adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions and restrictions adopted in response to adverse market events1A. ~~Regulatory~~Risk ~~authorities may from time-to-time impose restrictions that adversely affect the Private Funds’ ability to borrow certain securities in connection with short sale transactions~~Factors. In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, the Private Funds may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing.

•Risks ~~The~~Relating ~~Private Funds may engage in short-selling, which is subject~~ to aOur theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. The Private Funds may be subject to losses if a security lender demands return of the borrowed securities and an alternative lending source cannot be found or if the Private Funds are otherwise unable to borrow securities that are necessary to hedge its positions. There can be no assurance that the Private Funds will be able to maintain the ability to borrow securities sold short. There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market.Structure

•Our ~~The~~general ~~Private~~partner ~~Funds may effect transactions through over-the-counter or interdealer markets. The participants in such markets are typically not subject to credit evaluation~~ and ~~regulatory oversight as are members of exchange-based markets. This exposes the Private Funds to the risk that a counterparty will not settle a transaction in accordance with~~ its ~~terms~~control ~~and~~person ~~conditions~~could ~~because~~exercise oftheir ainfluence ~~dispute~~ over ~~the~~us ~~terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Private Fund~~ to ~~suffer~~your ~~a loss~~detriment. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a Private Fund has concentrated its transactions with a single or small group of its counterparties. The Private Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of the Private Funds transactions with one counterparty.

•Mr. ~~Credit~~Icahn, ~~risk may arise~~ through aaffiliates, ~~default~~owns by100% ~~one~~ of ~~several~~Icahn ~~large~~Enterprises ~~institutions~~GP, ~~that~~the ~~are~~general ~~dependent~~partner onof ~~one~~Icahn ~~another~~Enterprises toand ~~meet~~Icahn ~~their~~Enterprises ~~liquidity or operational needs~~Holdings, soand ~~that~~approximately a89.0% ~~default by one institution causes a series~~ of ~~defaults~~Icahn byEnterprises' ~~other~~outstanding ~~institutions.~~depositary ~~This~~units ~~systemic risk may materially adversely affect the financial intermediaries (such~~ as ~~prime~~of ~~brokers~~February 29, ~~clearing~~2016, ~~agencies~~and, ~~clearing~~as ~~houses,~~a ~~banks~~result, ~~securities~~has ~~firms~~the ~~and~~ability ~~exchanges)~~to ~~with~~influence ~~which~~many ~~the~~aspects ~~Private~~of ~~Funds~~our ~~interact~~operations onand ~~a daily basis~~affairs.

•In ~~The~~addition, ~~efficacy~~if ofMr. ~~investment~~Icahn ~~and~~were ~~trading strategies depends largely on the ability~~ to ~~establish~~sell, ~~and~~or ~~maintain~~otherwise antransfer, ~~overall~~some ~~market~~or ~~position~~all ~~in a combination~~ of ~~financial~~his ~~instruments.~~interests ~~The~~in ~~Private~~us ~~Funds’~~to ~~trading~~an ~~orders~~unrelated ~~may~~party ~~not~~or begroup, ~~executed in~~ a ~~timely~~change ~~and~~of ~~efficient~~control ~~manner~~could ~~due~~be deemed to ~~various~~have ~~circumstances,~~occurred ~~including~~under ~~systems~~the ~~failures~~terms orof ~~human~~the ~~error.~~indenture Ingoverning ~~such~~our ~~event~~senior notes, ~~the~~which ~~Private~~would ~~Funds~~require ~~might~~us ~~only~~to beoffer ~~able~~ to ~~acquire~~repurchase ~~some~~all ~~but~~outstanding ~~not~~senior ~~all~~notes ofat ~~the~~101% ~~components~~ of ~~the~~their ~~position,~~principal oramount ifplus ~~the~~accrued ~~overall~~and ~~positions~~unpaid ~~were~~interest toand ~~need~~liquidated ~~adjustment~~damages, ~~the~~if ~~Private~~any, ~~Funds might not be able~~ to ~~make~~the ~~such~~date ~~adjustment~~of repurchase. AsHowever, ait ~~result,~~is ~~the~~possible ~~Private~~that ~~Funds~~we ~~may~~will not behave ~~able~~sufficient tofunds ~~achieve~~at the ~~market~~time ~~position~~of ~~selected~~the bychange ~~our~~of ~~Investment~~control ~~Management~~to ~~segment~~make ~~and~~the ~~might~~required ~~incur~~repurchase aof ~~loss in liquidating their position~~notes.

•We ~~Each~~have ~~Private~~engaged, ~~Fund’s~~and ~~assets may be held~~ in ~~one or more accounts maintained for~~ the ~~Private~~future ~~Fund by its prime broker or at other brokers or custodian banks, which~~ may ~~be located in various jurisdictions. The prime broker~~engage, ~~other brokers (including those acting as sub-custodians) and custodian banks are subject to various laws and regulations~~ in ~~the~~transactions ~~relevant~~with ~~jurisdictions~~our ~~in the event of their insolvency~~affiliates. ~~Accordingly, the practical effect of these laws and their application to the Private~~

30We have invested and may in the future invest in entities in which Mr. Icahn also invests. We also have purchased and may in the future purchase entities or investments from him or his affiliates. Although Icahn Enterprises GP has never received fees in connection with our investments, our partnership agreement allows for the payment of these fees. Mr. Icahn may pursue other business opportunities in industries in which we compete and there is no requirement that any additional business opportunities be presented to us. We continuously identify, evaluate and engage in discussions concerning potential investments and acquisitions, including potential investments in and acquisitions of affiliates of Mr. Icahn. There cannot be any assurance that any potential transactions that we consider will be completed.

~~TABLE~~The OFmarket ~~CONTENTS~~for our securities may be volatile.

~~Fund’s~~The ~~assets~~market for Icahn Enterprises' equity securities may be subject to ~~substantial~~disruptions ~~variations,~~that ~~limitations~~could ~~and~~cause ~~uncertainties.~~substantial ~~The~~volatility ~~insolvency~~in oftheir ~~any~~prices. ofIn ~~the prime brokers~~general, ~~local~~economic ~~brokers,~~crises ~~custodian~~have ~~banks~~caused orsubstantial ~~clearing~~market ~~corporations~~volatility ~~may~~and ~~result~~unrest. inAny ~~the~~such ~~loss~~disruptions ~~of all~~ or afuture ~~substantial~~volatility ~~portion~~may ofadversely ~~the~~affect ~~Private Fund’s assets or in a significant delay in~~ the ~~Private~~value ~~Fund~~of ~~having~~your ~~access to those assets~~securities.

• A Private Fund may invest in synthetic instruments that will usually have a contractual relationship only with the counterparty of the synthetic security. In the event of the insolvency of any counterparty, the Private Fund’s recourse will be limited to the collateral, if any, posted by the counterparty and, in the absence of collateral, the Private Fund will be treated as a general creditor of the counterparty. While the Private Fund expects that returns on a synthetic financial instrument may reflect those of each related reference obligation, as a result of the terms of the synthetic financial instrument and the assumption of the credit risk of the counterparty, a synthetic financial instrument may have a different expected return, a different (and potentially greater) probability of default and different expected loss and recovery characteristics following a default. Upon the occurrence of a credit event, maturity, acceleration or other termination of a synthetic financial instrument, the terms of the synthetic financial instrument may permit or require the counterparty to satisfy its obligations under the synthetic financial instrument by delivering to the Private Fund one or more deliverable obligations (which may not be the reference obligation) or a cash payment (which may be less than the then-current market value of the reference obligation). In addition, a synthetic financial instrument may provide for early termination at a price based upon a marked-to-market valuation, which may be less than the principal or notional amount of the synthetic security. A Private Fund may also invest in credit default swaps. The credit default swap market is rapidly evolving and substantial changes to the terms and conditions under which these financial instruments are traded have recently been revised. Additional revisions and regulatory reform should also be expected in the near future.23

~~Automotive~~Future cash distributions to Icahn Enterprises' unitholders, if any, can be affected by numerous factors.

~~Adverse~~While ~~conditions~~we made cash distributions to Icahn Enterprises' unitholders in each of the ~~automotive~~four ~~market~~quarters ~~adversely~~of ~~affect~~2015, ~~demand~~the ~~for~~payment ~~Federal-Mogul’s~~of ~~products~~future distributions will be determined by the board of directors of Icahn Enterprises GP, our general partner, quarterly, based on a review of a number of factors, including those described below and ~~expose~~other ~~Federal-Mogul~~factors tothat ~~credit~~it ~~risks~~deems relevant at the time that declaration of ~~its~~a ~~customers~~distribution is considered.

~~Federal-Mogul’s~~Our ~~revenues~~ability ~~are~~to ~~closely~~pay ~~tied~~distributions towill ~~global~~depend OEon ~~automobile~~numerous ~~sales~~factors, ~~production~~including ~~levels~~the ~~and~~availability ~~independent~~of ~~aftermarket~~adequate ~~parts~~cash ~~replacement~~flow ~~activity.~~from ~~The~~operations; OEthe ~~market~~proceeds, isif ~~characterized~~any, byfrom ~~short-term~~divestitures; ~~volatility,~~our ~~with~~capital ~~overall~~requirements ~~expected~~and ~~long-term~~other ~~growth~~obligations; restrictions contained in ~~global~~our ~~vehicle~~financing ~~sales~~arrangements; and ~~production.~~our ~~Automotive~~issuances ~~production~~of inadditional ~~the~~equity ~~local~~and ~~markets~~debt ~~served~~securities. byThe ~~Federal-Mogul~~availability ~~can~~of becash ~~affected~~flow byin ~~macro-economic~~the ~~factors~~future ~~such~~depends as ~~interest~~well ~~rates,~~upon ~~fuel~~events ~~prices,~~and ~~consumer~~circumstances ~~confidence,~~outside ~~employment~~our ~~trends~~control, ~~regulatory~~including prevailing economic and ~~legislative~~industry ~~oversight~~conditions ~~requirements~~and financial, business and ~~trade~~similar ~~agreements~~factors. ANo ~~variation~~assurance incan ~~the~~be ~~level~~given ofthat ~~automobile~~we ~~production~~will ~~would~~be ~~affect~~able ~~not~~to ~~only~~make ~~sales~~distributions or as to OEthe ~~customers~~timing ~~but,~~of ~~depending~~any ~~on the~~distribution. ~~reasons~~If ~~for~~distributions ~~the~~are ~~change~~made, ~~could~~there ~~impact~~can ~~demand~~be ~~from~~no ~~aftermarket~~assurance ~~customers.~~that ~~Our~~holders ~~Automotive~~of ~~operations~~depositary ~~could~~units bemay ~~adversely~~not ~~affected~~be ifrequired ~~Federal-Mogul~~to ~~fails~~recognize totaxable ~~respond~~income in aexcess ~~timely~~of ~~and~~cash ~~appropriate~~distributions ~~manner~~made toin ~~changes~~respect inof the ~~demand~~period ~~for~~in ~~its~~which ~~products.~~a distribution is made.

~~Accounts~~Holders ~~receivable potentially subject Federal-Mogul to concentrations~~ of ~~credit~~Icahn ~~risk.~~Enterprises' ~~Federal-Mogul’s~~depositary ~~customer~~units ~~base~~have ~~includes~~limited ~~virtually~~voting ~~every significant global automotive manufacturer~~rights, ~~numerous~~including ~~Tier~~rights 1to ~~automotive~~participate ~~suppliers~~in ~~and~~our ~~a large number of distributors and installers of automotive aftermarket parts~~management.

~~Federal-Mogul’s~~Our ~~operations~~general partner manages and operates Icahn Enterprises. Unlike the holders of common stock in ~~foreign~~a ~~countries~~corporation, ~~exposes~~holders of Icahn Enterprises' outstanding depositary units have only limited voting rights on matters affecting our ~~Automotive~~business. ~~segment~~Holders toof ~~risks~~depositary ~~related~~units have no right to ~~economic~~elect the general partner on an annual or other continuing basis, and ~~political~~our ~~conditions~~general partner generally may not be removed except pursuant to the vote of the holders of not less than 75% of the outstanding depositary units. In addition, ~~currency~~removal ~~fluctuations~~of the general partner may result in a default under our debt securities. As a result, holders of depositary units have limited say in matters affecting our operations and ~~import/export~~others ~~restrictions~~may find it difficult to attempt to gain control or influence our activities.

~~Federal-Mogul~~Holders ~~has~~of ~~manufacturing~~Icahn ~~and~~Enterprises' ~~distribution~~depositary ~~facilities~~units may not have limited liability in ~~many~~certain ~~countries.~~circumstances ~~International~~and ~~operations~~may ~~are~~be ~~subject~~personally toliable ~~certain~~for ~~risks~~the ~~including:~~return of distributions that cause our liabilities to exceed our assets.

•We ~~exposure~~conduct our businesses through Icahn Enterprises Holdings in several states. Maintenance of limited liability will require compliance with legal requirements of those states. We are the sole limited partner of Icahn Enterprises Holdings. Limitations on the liability of a limited partner for the obligations of a limited partnership have not clearly been established in several states. If it were determined that Icahn Enterprises Holdings has been conducting business in any state without compliance with the applicable limited partnership statute or the possession or exercise of the right by the partnership, as limited partner of Icahn Enterprises Holdings, to ~~local~~remove ~~economic~~its ~~conditions;~~general partner, to approve certain amendments to the Icahn Enterprises Holdings partnership agreement or to take other action pursuant to the Icahn Enterprises Holdings partnership agreement, constituted “control” of Icahn Enterprises Holdings' business for the purposes of the statutes of any relevant state, Icahn Enterprises and/or its unitholders, under certain circumstances, might be held personally liable for Icahn Enterprises Holdings' obligations to the same extent as our general partner. Further, under the laws of certain states, Icahn Enterprises might be liable for the amount of distributions made to Icahn Enterprises by Icahn Enterprises Holdings.

•Holders ~~exposure~~of Icahn Enterprises' depositary units may also be required to ~~local~~repay ~~political~~Icahn ~~conditions~~Enterprises ~~(including~~amounts ~~the~~wrongfully ~~risk~~distributed to them. Under Delaware law, we may not make a distribution to holders of ~~seizure~~our depositary units if the distribution causes our liabilities to exceed the fair value of our assets. byLiabilities ~~foreign~~to ~~governments);~~partners on account of their partnership interests and nonrecourse liabilities are not counted for purposes of determining whether a distribution is permitted. Delaware law provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution violated Delaware law will be liable to the limited partnership for the distribution amount for three years from the distribution date.

•Additionally, ~~currency~~under ~~exchange~~Delaware ~~rate~~law ~~fluctuations~~an ~~(including,~~assignee ~~but~~who ~~not~~becomes a substituted limited topartner of a limited partnership is liable for the obligations, ~~material~~if ~~exchange~~any, ~~rate~~of ~~fluctuations~~the assignor to make contributions to the partnership. However, such asan ~~devaluations)~~assignee ~~and~~is ~~currency~~not ~~controls;~~obligated ~~and~~for liabilities unknown to him or her at the time he or she became a limited partner if the liabilities could not be determined from the partnership agreement.

•To ~~export~~service our indebtedness and ~~import~~pay ~~restrictions~~distributions with respect to Icahn Enterprises' depositary units, we require a significant amount of cash. Our ability to maintain our current cash position or generate cash depends on many factors beyond our control.

31Our ability to make payments on and to refinance our indebtedness, to pay distributions with respect to Icahn Enterprises' depositary units and to fund operations depends on existing cash balances and our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

~~TABLE~~Our OFcurrent ~~CONTENTS~~businesses and businesses that we acquire may not generate sufficient cash to service our debt. In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs. As of December 31, 2015, approximately $2.0 billion of required payments will come due in the three-year period ending December 31, 2018 with the

~~The likelihood of such occurrences and their potential effect on our Federal-Mogul are unpredictable and vary from country to country.~~ 24

~~Certain~~first ofmaturity ~~Federal-Mogul’s~~date ~~operating~~occurring ~~entities~~on ~~report~~March ~~their~~15, ~~financial~~2017. ~~condition~~This ~~and~~amount ~~results~~includes ofinterest ~~operations~~on inour ~~currencies~~senior ~~other~~notes ~~than~~as ~~the~~well ~~U.S.~~as ~~dollar~~principal ~~(including,~~and ~~but~~interest ~~not~~on ~~limited~~mortgages topayable. Because ~~Brazilian~~credit ~~real,~~ratings ~~British~~are ~~pound,~~an ~~Chinese~~important ~~yuan~~factor ~~renminbi,~~influencing ~~Czech~~our ~~crown,~~ability ~~euro,~~to ~~Indian~~access ~~rupee,~~capital ~~Mexican~~and ~~peso,~~the ~~Polish~~terms ~~zloty,~~of ~~Russian~~any ~~ruble~~new indebtedness, ~~South~~including ~~Korean~~covenants ~~won~~and interest rates, ~~Swedish~~our ~~krona~~ability ~~and~~to ~~Venezuelan~~refinance ~~bolivar).~~our Inindebtedness ~~reporting~~could ~~its~~be ~~consolidated~~adversely ~~statements~~affected ofif ~~operations,~~our ~~Federal-Mogul~~credit ~~translates~~ratings ~~the~~were ~~reported~~downgraded. ~~results~~We ofmay ~~these~~need ~~entities~~to ~~into~~refinance ~~U.S.~~all ~~dollars~~or ata ~~the~~portion ~~applicable~~of ~~exchange~~our ~~rates.~~indebtedness Ason aor ~~result,~~before ~~fluctuations~~maturity. inWe ~~the~~cannot ~~dollar~~assure ~~against~~you ~~foreign~~that ~~currencies~~we will ~~affect~~be ~~the~~able ~~value~~to atrefinance ~~which~~any ~~the~~of ~~results~~our ~~of these~~indebtedness ~~entities~~on ~~are~~commercially ~~included~~reasonable ~~within~~terms ~~Federal-Mogul’s~~or ~~consolidated~~at ~~results~~all.

~~Federal-Mogul~~We isare ~~exposed to~~ a ~~risk~~holding ofcompany ~~gain~~and ordepend ~~loss~~on ~~from~~the ~~changes~~businesses ~~in foreign exchange rates whenever Federal-Mogul, or one~~ of ~~its~~our ~~foreign~~ subsidiaries, ~~enters~~to ~~into~~satisfy a purchase or sales agreement in a currency other than its functional currency. While Federal-Mogul reduces such exposure by matching most revenues and costs within the same currency, changes in exchange rates could impact our ~~Automotive operations~~obligations.

~~Federal~~We are a holding company. In addition to cash and cash equivalents, U.S. government and agency obligations and other short-~~Mogul~~term ~~has~~investments, ~~substantial~~our ~~indebtedness~~assets consist primarily of investments in our subsidiaries. Moreover, ~~which~~if ~~could~~we ~~restrict~~make ~~its~~significant ~~business~~investments ~~activities~~in operating businesses, it is likely that we will reduce the liquid assets at Icahn Enterprises and ~~could~~Icahn ~~subject~~Enterprises ~~Federal-Mogul~~Holdings in order to ~~significant~~fund ~~interest~~those ~~rate~~investments ~~risk~~and the ongoing operations of our subsidiaries and in the Investment Funds. Consequently, our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units likely will depend on the cash flow of our subsidiaries, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of dividends, distributions, loans or otherwise.

AsThe operating results of ~~December~~our ~~31,~~subsidiaries ~~2010,~~may ~~Federal-Mogul~~not ~~had~~be ~~approximately~~sufficient ~~$2.8~~to ~~billion~~make ofdistributions ~~outstanding~~to ~~indebtedness~~us. ~~Federal-Mogul~~In isaddition, ~~permitted~~our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by ~~the~~applicable ~~terms~~law ofor ~~its~~covenants contained in debt ~~instruments~~agreements and other agreements to ~~incur~~which ~~substantial~~these ~~additional~~subsidiaries ~~indebtedness,~~may be subject toor ~~the~~enter ~~restrictions~~into ~~therein~~in the future. ~~Federal-Mogul’s~~The ~~inability~~terms toof ~~generate~~certain ~~sufficient~~debt ~~cash~~agreements ~~flow~~of toour ~~satisfy~~subsidiaries, ~~its~~or ~~debt~~other ~~obligations~~entities in which we own equity, restrict dividends, distributions or loans to ~~refinance~~us. ~~its~~To ~~debt~~the ~~obligations~~degree onany ~~commercially~~distributions ~~reasonable~~and ~~terms~~transfers are impaired or prohibited, ~~would~~our ~~have~~ability ato ~~material~~make ~~adverse~~payments ~~effect~~on our debt and to make distributions on our ~~Automotive~~depositary ~~operations.~~units will be limited.

~~Federal-Mogul’s~~We ~~indebtedness~~or ~~could:~~our subsidiaries may be able to incur substantially more debt.

•As ~~limit~~of ~~its~~December 31, ~~ability~~2015, towe ~~borrow~~and ~~money~~our ~~for~~subsidiaries ~~working~~had ~~capital,~~debt ~~capital~~of ~~expenditures~~approximately $12.6 billion, ~~debt~~of ~~service~~which ~~requirements~~approximately or$5.5 ~~other~~billion ~~corporate~~pertained ~~purposes;~~to our Holding Company.

• ~~require~~In ~~Federal-Mogul~~the tofuture, ~~dedicate~~we aand ~~substantial~~Icahn ~~portion~~Enterprises ofHoldings ~~its~~may ~~cash~~incur ~~flow~~additional toindebtedness ~~payments~~if onwe ~~indebtedness,~~comply ~~which~~with ~~would~~certain ~~reduce~~financial tests contained in the ~~amount~~indentures that govern our senior notes. However, our subsidiaries other than Icahn Enterprises Holdings are not subject to any of ~~cash~~the ~~flow~~covenants ~~available~~contained in the indentures governing our senior notes. If new debt is added to ~~fund~~our ~~working~~and ~~capital,~~our ~~capital~~subsidiaries' ~~expenditures~~current levels, ~~product~~the ~~development~~related risks that we, and ~~other~~they, ~~corporate~~now ~~requirements;~~face could intensify. In addition, under the indenture governing our senior notes, certain important events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of control.

•As ~~increase~~of ~~its~~December 31, ~~vulnerability~~2015, tobased ~~general~~on ~~adverse~~covenants ~~economic~~in ~~and~~the ~~industry~~indenture ~~conditions;~~governing ~~and~~our senior notes, we were not permitted to incur additional indebtedness.

•Our ~~limit~~failure ~~its~~to ~~ability~~comply towith ~~respond~~the tocovenants ~~business~~contained ~~opportunities~~under any of our debt instruments, including the indentures governing our outstanding senior notes, including our failure as a result of events beyond our control, could result in an event of default which would materially and adversely affect our financial condition.

AIf ~~significant~~there ~~portion~~were an event of ~~Federal-Mogul’s~~default ~~indebtedness~~under ~~accrues~~one ~~interest~~of atour ~~variable~~debt ~~rates.~~instruments, Tothe holders of the ~~extent~~defaulted ~~market~~debt ~~interest~~could ~~rates~~cause ~~rise~~all amounts outstanding with respect to that debt to be due and payable immediately. In addition, ~~the~~any ~~cost~~event of ~~Federal-Mogul’s~~default or declaration of acceleration under one debt ~~would~~instrument ~~increase,~~could ~~adversely~~result ~~affecting~~in an event of default under one or more of our ~~Automotive~~other ~~operations~~debt instruments. It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities.

~~Federal-Mogul~~We ismay be subject to ~~possible~~the ~~insolvency~~pension liabilities of ~~financial~~our ~~counterparties~~affiliates.

~~Federal-Mogul~~Mr. ~~engages~~Icahn, inthrough ~~numerous~~certain ~~financial~~affiliates, ~~transactions~~owns 100% of Icahn Enterprises GP and ~~contracts~~approximately ~~including~~89.0% ~~insurance~~of ~~policies,~~Icahn ~~letters~~Enterprises' outstanding depositary units as of ~~credit~~February 29, ~~credit~~2016. ~~line~~Applicable ~~agreements~~pension and tax laws make each member of a “controlled group” of entities, ~~financial~~generally ~~derivatives~~defined ~~(including~~as ~~interest~~entities ~~rate~~in ~~swaps)~~which there is at least an 80% common ownership interest, jointly and ~~investment~~severally ~~management~~liable ~~agreements~~for ~~involving~~certain ~~various~~pension ~~counterparties~~plan obligations of any member of the controlled group. ~~Federal-Mogul~~These ispension ~~subject~~obligations include ongoing contributions to fund the ~~risk~~plan, ~~that~~as ~~one~~well oras ~~more~~liability offor ~~these~~any ~~counterparties~~unfunded liabilities that may ~~become~~exist ~~insolvent~~at ~~and~~the ~~therefore~~time bethe ~~unable~~plan is terminated. In addition, the failure to ~~discharge~~pay ~~its~~these pension obligations ~~under~~when ~~such~~due ~~contracts.~~may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation ("PBGC") against the assets of each member of the controlled group.

~~The~~As ~~automotive~~a ~~industry~~result isof ~~highly~~the ~~competitive~~more ~~and~~than ~~Federal-Mogul~~80% ownership interest in us by Mr. Icahn’s ~~success~~affiliates, ~~depends~~we ~~upon~~and ~~its~~our ~~ability~~subsidiaries are subject to ~~compete~~the ~~effectively~~pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%. As a result of our ownership of more than 80% in our subsidiaries, we and our subsidiaries are subject to the ~~market~~pension liabilities of all entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%. ACF Industries LLC ("ACF"), a related party in which Mr. Icahn has a direct ownership interest exceeding 80%, and Federal-Mogul are the sponsors of several pension plans.

Federal-Mogul operates in an extremely competitive industry, driven by global vehicle production volumes and part replacement trends. Business is typically awarded to the supplier offering the most favorable combination of cost, quality, technology and service. In addition, customers continue to require periodic price reductions that require Federal-Mogul to continually assess, redefine and improve its operations, products and manufacturing capabilities to maintain and improve profitability. Federal-Mogul’s management continues to develop and execute initiatives to meet the challenges of the industry and to achieve its strategy; however, there can be no assurance that Federal-Mogul will be able to compete effectively in the automotive market. 25

32ACF is a manufacturer and fabricator of specialty railcar parts and miscellaneous steel products from which certain of our subsidiaries purchase parts and steel products. All the minimum funding requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006, for these plans have been met as of December 31, 2015 and 2014. If the plans were voluntarily terminated, they would be underfunded by approximately $589 million and $474 million as of December 31, 2015 and 2014, respectively. These results are based on the most recent information provided by the plans’ actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, we would be liable for any failure of ACF and Federal-Mogul to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the pension plans of ACF and Federal-Mogul. In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.

~~TABLE~~The OFcurrent ~~CONTENTS~~underfunded status of the pension plans of ACF and Federal-Mogul requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the ACF and Federal-Mogul controlled group, or if we make certain extraordinary dividends or stock redemptions. The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events.

~~Federal-Mogul’s~~Starfire Holding Corporation ("Starfire"), which is 99.4% owned by Mr. Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension ~~obligations~~funding or termination liabilities that may be imposed on us and ~~other~~our ~~post~~subsidiaries or our assets as a result of being a member of the Icahn controlled group. The Starfire indemnity (which does not extend to pension liabilities of our subsidiaries that would be imposed on us as a result of our interest in these subsidiaries and not as a result of Mr. Icahn and his affiliates holding more than an 80% ownership interest in us, and as such would not extend to the unfunded pension termination liability for Federal-~~employment~~Mogul) ~~benefits~~provides, among other things, that so long as such contingent liabilities exist and could ~~adversely~~be ~~impact~~imposed on us, Starfire will not make any distributions to its ~~operating~~stockholders ~~margins~~that ~~and~~would ~~cash~~reduce ~~flows~~its net worth to below $250 million. Nonetheless, Starfire may not be able to fund its indemnification obligations to us.

~~The~~We ~~automotive~~are ~~industry,~~subject ~~like other industries, continues~~ to ~~be impacted by~~ the ~~rising~~risk ~~cost~~ of ~~providing~~becoming ~~pension~~an ~~and~~investment ~~other post-employment benefits~~company. In addition, Federal-Mogul sponsors certain defined benefit plans worldwide that are underfunded and will require cash payments. If the performance of the assets in the pension plans does not meet our expectations, or other actuarial assumptions are modified, Federal-Mogul’s required contributions may be higher than it expects.

~~Federal-Mogul’s~~Because ~~restructuring~~we ~~activities~~are a holding company and a significant portion of our assets may, ~~not~~from ~~result~~time to time, consist of investments in companies in which we own less than a 50% interest, we run the ~~anticipated~~risk ~~synergies~~of inadvertently becoming an investment company that is required to register under the Investment Company Act. Registered investment companies are subject to extensive, restrictive and ~~cost~~potentially ~~savings~~adverse regulations relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which we operate our business, nor are registered investment companies permitted to have many of the relationships that we have with our affiliated companies.

ItIn isorder ~~possible~~not ~~that~~to become an investment company required to register under the ~~achievement~~Investment Company Act, we monitor the value of ~~expected~~our ~~synergies~~investments and ~~cost~~structure ~~savings~~transactions ~~associated~~ with ~~restructuring~~an ~~activities~~eye ~~will~~toward ~~require~~the ~~additional~~Investment ~~costs~~Company Act. As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or ~~charges~~we may avoid otherwise economically desirable transactions due to ~~earnings~~those concerns. In addition, events beyond our control, including significant appreciation or depreciation in ~~future~~the ~~periods~~market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company. ItIf isit ~~also~~were ~~possible~~established that we were an investment company, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, in an action brought by the ~~expected~~SEC, ~~synergies~~that ~~may~~we ~~not~~would be ~~achieved.~~unable ~~Any~~to ~~costs~~enforce contracts with third parties or ~~charges~~that third parties could ~~adversely~~seek ~~impact~~to ~~our~~obtain ~~Automotive~~rescission ~~operations.~~of transactions with us undertaken during the period it was established that we were an unregistered investment company.

~~Certain~~We ~~disruptions~~may inbecome ~~supply~~taxable ofas ~~and~~a ~~changes in the competitive environment for raw materials could adversely affect Federal-Mogul’s operating margins and cash flows~~corporation.

~~Federal-Mogul~~We ~~purchases~~believe that we have been and are properly treated as a ~~broad~~partnership ~~range~~for offederal ~~materials,~~income ~~components~~tax purposes. This allows us to pass through our income and ~~finished~~deductions ~~parts~~to our partners. ~~Federal-Mogul~~However, ~~also~~the ~~uses~~Internal aRevenue ~~significant~~Service ~~amount~~("IRS") ofcould ~~energy,~~challenge ~~both~~our ~~electricity~~partnership status and ~~natural~~we ~~gas,~~could infail ~~the~~to ~~production~~qualify ofas ~~its~~a ~~products~~partnership for past years as well as future years. AQualification ~~significant~~as ~~disruption~~a inpartnership involves the ~~supply~~application of ~~these~~highly ~~materials,~~technical ~~supplies~~ and ~~energy~~complex orprovisions of the ~~failure~~Code. ofFor example, a ~~supplier~~publicly ~~with~~traded ~~whom~~partnership ~~Federal-Mogul~~is ~~has~~generally ~~established~~taxable as a ~~single~~corporation ~~source~~unless ~~supply~~90% ~~relationship~~or ~~could~~more ~~decrease~~of ~~production~~its ~~and~~gross ~~shipping~~income ~~levels~~is “qualifying” income, ~~materially~~which ~~increase~~includes ~~operating~~interest, ~~costs~~dividends, oil and ~~materially~~gas ~~adversely~~revenues, ~~affect~~real ~~profit~~property ~~margins.~~rents, ~~Shortages~~gains offrom ~~materials~~the sale or ~~interruptions~~other indisposition ~~transportation~~of ~~systems~~real property, ~~labor~~gain ~~strikes,~~from ~~work~~the ~~stoppages~~sale or other ~~interruptions~~disposition toof ~~or difficulties~~capital inassets held for the ~~employment~~production of ~~labor~~interest or ~~transportation~~dividends, and certain other items. We believe that in ~~the~~all ~~markets~~prior ~~where~~years ~~Federal-Mogul~~of ~~purchases~~our ~~material,~~existence ~~components~~at least 90% of our gross income was qualifying income and ~~supplies~~we ~~for~~intend ~~the~~to ~~production~~structure our business in a manner such that at least 90% of ~~products~~our orgross ~~where~~income ~~the~~will ~~products~~constitute ~~are~~qualifying ~~produced,~~income ~~distributed~~this oryear ~~sold~~and in the future. However, ~~whether~~there ascan abe ~~result~~no assurance that such structuring will be effective in all events to avoid the receipt of ~~labor~~more ~~strife,~~than ~~war,~~10% ~~further~~of ~~acts~~non-qualifying income. If less than 90% of ~~terrorism~~our orgross ~~otherwise,~~income inconstitutes ~~each~~qualifying ~~case~~income, we may ~~adversely~~be ~~affect~~subject ~~profitability.~~to corporate tax

In recent periods there have been significant fluctuations in the prices of aluminum, copper, lead, nickel, platinum, resins, steel, other base metals and energy that have had and may continue to have an unfavorable impact on Federal-Mogul’s business. Any continued fluctuations in the price or availability of energy and materials may have an adverse effect on our Automotive operations. To address increased costs associated with these market forces, a number of Federal-Mogul’s suppliers have implemented surcharges on existing fixed price contracts. Without the surcharge, some suppliers claim they will be unable to provide adequate supply. Competitive and marketing pressures may limit Federal-Mogul’s ability to pass some of the supply and material cost increases onto its customers and may prevent Federal-Mogul from doing so in the future. Furthermore, Federal-Mogul’s customers are generally not obligated to accept price increases that Federal-Mogul may desire to pass along to them. This inability to pass on price increases to customers when material prices increase rapidly or to significantly higher than historic levels could adversely affect its operating margins and cash flow, possibly resulting in lower operating income and profitability. 26

on our net income, at a Federal~~-Mogul’s~~ ~~hedging~~rate ~~activities~~of up to ~~address~~35% ~~commodity~~plus ~~price~~possible ~~fluctuations~~state taxes. Further, if less than 90% of our gross income constituted qualifying income for past years, we may ~~not~~be subject to corporate level tax plus interest and possibly penalties. In addition, if we register under the Investment Company Act, it is likely that we would be ~~successful~~treated inas ~~offsetting~~a ~~future~~corporation ~~increases~~for inU.S. ~~those~~federal ~~costs~~income tax purposes. The cost of paying federal and possibly state income tax, either for past years or ~~may~~going forward could be a significant liability and would reduce orour ~~eliminate~~funds ~~the~~available ~~benefits~~to make distributions to holders of ~~any~~units, ~~decreases~~and to make interest and principal payments on our debt securities. To meet the qualifying income test we may structure transactions in ~~those~~a ~~costs~~manner which is less advantageous than if this were not a consideration, or we may avoid otherwise economically desirable transactions.

InFrom ~~order~~time to ~~mitigate~~time, ~~short-term~~legislative ~~variation~~proposals have been introduced that, if enacted, could have a material and adverse effect on us. These proposals have included taxing publicly traded partnerships engaged in ~~operating~~the ~~results~~Investment ~~due~~segment, such as us, as corporations and introducing substantive changes to the ~~aforementioned~~definition ~~commodity~~of ~~price~~qualifying ~~fluctuations~~income, ~~Federal-Mogul~~which ~~hedges~~could amake ~~portion~~it ofmore ~~near-term~~difficult ~~exposure~~or impossible to ~~certain~~for ~~raw~~us ~~materials~~to ~~used~~meet inthe ~~production~~exception ~~processes,~~that ~~primarily~~allows ~~natural~~publicly ~~gas,~~traded ~~copper,~~partnerships ~~nickel,~~generating ~~lead~~qualifying income to be treated as partnerships (rather than corporations) for U.S. federal income tax purposes. It is unclear when or if such legislation would be introduced, ~~platinum~~whether or not such legislation would be enacted, ~~high-grade~~what ~~aluminum~~specific provisions would be included or what the effective date would be, and ~~aluminum~~as ~~alloy.~~a ~~The~~result ~~results~~the ultimate impact on us of ~~Federal-Mogul’s~~such ~~hedging~~legislation ~~practice~~is ~~could~~uncertain. It is possible that if carried interest legislation were enacted we would be ~~positive~~treated as an association, ~~neutral~~taxable oras ~~negative~~a incorporation, ~~any~~which ~~period~~would ~~depending~~materially onincrease ~~price~~our ~~changes~~taxes. As an alternative, we might be required to restructure our operations, and possibly dispose of certain businesses, in order to avoid or mitigate the ~~hedged~~impact ~~exposures.~~of any such legislation.

~~Federal-Mogul’s~~Holders ~~hedging~~of ~~activities~~depositary ~~are~~units ~~not designed to mitigate long-term commodity price fluctuations and, therefore, will not protect from long-term commodity price increases. Federal-Mogul’s future hedging positions~~ may ~~not~~be ~~correlate~~required to ~~actual~~pay ~~energy~~tax oron ~~raw~~their ~~materials~~share ~~costs,~~of ~~which~~our ~~would~~income ~~cause~~even ~~acceleration~~if inthey ~~the~~did ~~recognition~~not ofreceive ~~unrealized~~cash ~~gains~~distributions ~~and~~from ~~losses on hedging positions in operating results~~us.

33Because we are treated as a partnership for income tax purposes, holders of units are generally required to pay federal income tax, and, in some cases, state or local income tax, on the portion of our taxable income allocated to them, whether or not such income is distributed. Accordingly, it is possible that holders of depositary units may not receive cash distributions from us equal to their share of our taxable income, or even equal to their tax liability on the portion of our income allocated to them.

~~TABLE~~If OFwe ~~CONTENTS~~discover significant deficiencies in our internal controls over financial reporting or at any recently acquired entity, it may adversely affect our ability to provide timely and reliable financial information and satisfy our reporting obligations under federal securities laws, which also could affect the market price of our depositary units or our ability to remain listed on the NASDAQ Global Select Market, or NASDAQ.

~~Federal-Mogul~~Effective isinternal ~~subject~~and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a ~~variety~~public ofcompany. ~~environmental~~If we cannot provide reliable financial reports or prevent fraud, ~~health~~our reputation and ~~safety~~operating ~~laws~~results ~~and~~would ~~regulations~~be ~~and~~harmed. ~~the~~A ~~cost~~“significant ofdeficiency” ~~complying~~is a deficiency, or ~~Federal-Mogul’s~~combination ~~failure~~of ~~to comply~~deficiencies, ~~with~~in ~~such~~internal ~~requirements~~control ~~may~~over ~~have~~financial reporting that is less severe than a material ~~adverse~~weakness, ~~effect~~yet onimportant enough to merit attention of those responsible for oversight of our ~~Automotive~~financial ~~operations~~reporting.

~~Federal-Mogul~~To isthe ~~subject~~extent tothat aany ~~variety~~material ofweakness ~~federal, state and local environmental laws and regulations relating to the release~~ or ~~discharge~~significant ofdeficiency ~~materials~~exists ~~into~~in ~~the~~our ~~environment,~~consolidated ~~the~~subsidiaries' ~~management,~~internal ~~use,~~control ~~processing,~~over ~~handling,~~financial ~~storage~~reporting, ~~transport~~such ormaterial ~~disposal~~weakness ~~of hazardous waste materials,~~ or ~~otherwise~~significant ~~relating~~deficiency tomay ~~the~~adversely ~~protection~~affect ofour ~~public~~ability ~~and employee health, safety and the environment. These laws and regulations expose Federal-Mogul~~ to ~~liability~~provide ~~for~~timely ~~the environmental condition of its current facilities,~~ and ~~also~~reliable ~~may~~financial ~~expose~~information ~~Federal-Mogul~~necessary ~~to liability~~ for the conduct of ~~others~~our orbusiness ~~for Federal-Mogul’s actions that were in compliance with all applicable laws at the time these actions were taken. These laws~~ and ~~regulations~~satisfaction ~~also may expose Federal-Mogul to liability for claims~~ of ~~personal~~our ~~injury~~reporting orobligations ~~property~~under ~~damage~~federal ~~related~~securities ~~to alleged exposure to hazardous or toxic materials in foreign countries. Despite Federal-Mogul’s intention to be in compliance with all such~~ laws ~~and regulations~~, ~~Federal-Mogul cannot guarantee~~ that itcould ~~will~~affect atour ~~all~~ability ~~times~~to beremain inlisted ~~compliance~~on ~~with all such requirements~~NASDAQ. ~~The~~Ineffective ~~cost~~internal ofand ~~complying~~disclosure ~~with~~controls ~~these~~could ~~requirements~~cause ~~may~~investors ~~also~~to ~~increase~~lose ~~substantially~~confidence in ~~future~~our ~~years.~~reported Iffinancial ~~Federal-Mogul violates or fails to comply with these requirements~~information, ~~Federal-Mogul~~which could behave ~~fined~~a ornegative ~~otherwise~~effect ~~sanctioned~~on bythe ~~regulators.~~trading ~~These~~price ~~requirements~~of ~~are~~our ~~complex,~~depositary ~~change~~units ~~frequently~~or ~~and~~the ~~may~~rating ~~become~~of ~~more~~our ~~stringent over time, which could have a material adverse effect on its business~~debt.

During the fourth quarter of the year ended December 31, 2015, management of Federal-Mogul’s ~~failure~~determined tothat ~~maintain~~it ~~and~~had ~~comply~~a ~~with~~material ~~environmental~~weakness ~~permits~~in ~~that~~internal itcontrol isover ~~required~~financial reporting related to ~~maintain~~in ~~could~~the ~~result~~operating ineffectiveness ~~fines~~of orits ~~penalties~~information ortechnology ~~other~~(IT) ~~sanctions~~general ~~and~~controls. More ~~have~~specifically, aFederal-Mogul ~~material~~was ~~adverse~~not ~~effect~~consistently onfollowing its ~~operations~~processes orand ~~results.~~procedures ~~Future~~during ~~events,~~2015 ~~such~~to asexecute ~~new~~and ~~environmental~~monitor ~~regulations~~change management controls or ~~changes~~to inrestrict or ~~modified~~monitor ~~interpretations~~access to certain of ~~existing~~its ~~laws~~IT systems. These processes and ~~regulations~~procedures orare ~~enforcement~~intended ~~policies,~~to ~~newly~~ensure ~~discovered~~that ~~information~~access orto ~~further~~financial ~~investigation~~applications orand ~~evaluation~~data ofis adequately restricted to appropriate personnel and that all changes affecting the ~~potential~~financial ~~health~~applications ~~hazards~~and ofunderlying ~~products~~account orrecords ~~business~~are ~~activities~~identified, ~~may~~authorized, ~~give~~tested ~~rise~~and toimplemented ~~additional~~appropriately. ~~compliance~~Additionally, ~~and~~as ~~other~~a ~~costs~~result ~~that~~of ~~could~~the ~~have~~deficiencies identified, there is a ~~material~~possibility ~~adverse~~that ~~effect~~the effectiveness of business process controls that are dependent on ~~our~~the ~~Automotive~~affected ~~operations.~~IT systems or data and financial reports generated from the affected IT systems may be adversely affected.

~~Federal-Mogul~~Since iswe ~~involved~~are ~~from~~a ~~time~~limited topartnership, ~~time~~you inmay ~~legal~~not ~~proceedings~~be ~~and~~able ~~commercial~~to orpursue ~~contractual~~legal ~~disputes,~~claims ~~which~~against ~~could~~us ~~have~~in anU.S. ~~adverse~~federal ~~impact on its profitability and consolidated financial position~~courts.

~~Federal-Mogul~~We isare ~~involved~~a inlimited ~~legal~~partnership ~~proceedings~~organized ~~and~~under ~~commercial~~the orlaws ~~contractual~~of ~~disputes~~the ~~that,~~State ~~from~~of ~~time~~Delaware. toUnder ~~time~~the federal rules of civil procedure, ~~are~~you ~~significant.~~may ~~These~~not ~~are~~be ~~typically~~able ~~claims~~to ~~that~~sue ~~arise~~us in ~~the~~federal ~~normal~~court ~~course~~on ofclaims ~~business~~other ~~including,~~than ~~without~~those ~~limitation,~~based ~~commercial~~solely oron ~~contractual~~federal ~~disputes~~law, ~~including~~because ~~disputes~~of ~~with~~lack ~~suppliers,~~of ~~intellectual~~complete ~~property~~diversity. ~~matters,~~Case ~~personal~~law ~~injury~~applying ~~claims,~~diversity ~~environmental~~jurisdiction ~~issues,~~deems ~~tax~~us ~~matters~~to ~~and~~be ~~employment~~a ~~matters~~citizen of each of our limited partners. NoBecause ~~assurances~~we ~~can~~are a publicly traded limited partnership, it may not be ~~given~~possible ~~that~~for ~~such~~you ~~proceedings~~to ~~and~~attempt ~~claims~~to ~~will~~sue ~~not~~us ~~have~~in a ~~material~~federal ~~adverse~~court ~~impact~~because onwe ~~our~~have ~~Automotive~~citizenship in all 50 U.S. states and operations in many states. Accordingly, you will be limited to bringing any claims in state court.

~~If Federal-Mogul is unable to protect its intellectual property and prevent its improper use by third parties, its ability to compete in the market may be harmed.~~27

~~Various~~Certain ~~patent,~~members ~~copyright,~~of ~~trade~~our ~~secret~~management ~~and~~team ~~trademark laws afford only limited protection and~~ may ~~not~~be ~~prevent~~involved ~~Federal-Mogul’s~~in ~~competitors~~other ~~from~~business ~~duplicating~~activities ~~its~~that ~~products or gaining access to its proprietary information and technology. These means also~~ may ~~not~~involve ~~permit~~conflicts ~~Federal-Mogul~~of ~~to gain or maintain a competitive advantage~~interest.

~~Any~~Certain ofindividual ~~Federal-Mogul’s~~members ~~patents~~of ~~may~~our bemanagement ~~challenged,~~team ~~invalidated~~may, ~~circumvented~~from ortime ~~rendered~~to ~~unenforceable.~~time, ~~Federal-Mogul~~be ~~cannot~~involved ~~guarantee~~in ~~that~~the itmanagement ~~will~~of beother ~~successful~~businesses, ~~should~~including ~~one~~those owned or ~~more~~controlled ofby ~~its~~Mr. ~~patents~~Icahn beand ~~challenged~~his ~~for any reason~~affiliates. IfAccordingly, ~~Federal-Mogul’s~~these ~~patent~~individuals ~~claims~~may ~~are~~focus ~~rendered~~a ~~invalid~~portion orof ~~unenforceable,~~their ortime ~~narrowed~~and inattention ~~scope,~~on ~~the~~managing ~~patent~~these ~~coverage~~other ~~afforded~~businesses. toConflicts ~~Federal-Mogul’s~~may ~~products~~arise ~~could~~in bethe ~~impaired,~~future ~~which~~between ~~could~~our ~~significantly~~interests ~~impede~~and ~~Federal-Mogul’s~~the ~~ability~~interests toof ~~market~~the ~~its~~other ~~products,~~entities ~~negatively~~and ~~affect~~business ~~its~~activities ~~competitive~~in ~~position~~which ~~and~~such ~~materially~~individuals ~~adversely~~are ~~affect our Automotive operations~~involved.

~~Federal-Mogul’s~~We ~~pending or future patent applications~~ may not ~~result~~realize inthe anpotential ~~issued~~benefits ~~patent.~~of ~~Additionally,~~our ~~newly issued patents may not provide Federal-Mogul with meaningful protection against competitors or against competitive technologies~~acquisitions. The U.S. federal courts may invalidate Federal-Mogul’s patents or find them unenforceable. Competitors may also be able to design around Federal-Mogul’s patents. Other parties may develop and obtain patent protection for more effective technologies, designs or methods. If these developments were to occur, it could have an adverse effect on its sales. If Federal-Mogul’s intellectual property rights are not adequately protected, it may not be able to commercialize its technologies, products or

34We may expand our existing businesses if appropriate opportunities are identified, as well as use our established businesses as a platform for additional acquisitions in the same or related areas. Any such acquisition, if consummated, could involve risks not presently faced by us. In addition, we may not realize the anticipated benefits of any such acquisition.

~~TABLE~~Risks OFRelating ~~CONTENTS~~to Our Business

services and its competitors could commercialize its technologies, which could result in a decrease in Federal-Mogul’s sales and market share, and could materially adversely affect our Automotive operations. General

~~Federal-Mogul’s~~In ~~products~~addition ~~could~~to ~~infringe~~ the ~~intellectual~~following ~~property~~risk ~~rights~~factors ofspecific ~~others, which may lead~~ to ~~litigation~~each ~~that~~of ~~could~~our ~~itself be costly~~businesses, ~~could~~all ~~result in the payment~~ of ~~substantial~~our ~~damages~~businesses orare ~~royalties,~~subject ~~and~~to ~~could~~the ~~prevent~~effects ~~Federal-Mogul~~of ~~from~~the ~~using technology that is essential to its products.~~following:

~~Federal-Mogul~~• ~~cannot guarantee that its products, manufacturing processes or other methods do not infringe~~ the ~~patents~~threat ~~or other intellectual property rights~~ of ~~third~~terrorism ~~parties. Infringement and other intellectual property claims and proceedings brought against Federal-Mogul, whether successful~~ or not, could result in substantial costs and harm its reputation. Such claims and proceedings can also distract and divert management and key personnel from other tasks important to the success of its business. In addition, intellectual property litigation or claims could force Federal-Mogul to do one or more of the following: war;

• ~~cease~~loss ~~selling~~of ~~or using~~ any of ~~products~~our ~~that~~or ~~incorporate~~our ~~the~~subsidiaries' ~~asserted~~key ~~intellectual property, which would adversely affect Federal-Mogul’s revenue~~personnel;

• ~~pay~~the ~~substantial~~unavailability, ~~damages~~as ~~for~~needed, ~~past use~~ of ~~the~~additional ~~asserted intellectual property~~financing; and

• ~~obtain a license from~~ the ~~holder~~unavailability of ~~the~~insurance ~~asserted intellectual property, which license may not be available on reasonable terms, if~~ at ~~all;~~acceptable ~~and~~rates.

•Global ~~redesign~~economic orconditions ~~rename, in the case of trademark claims, products to avoid infringing the intellectual property rights of third parties, which~~ may ~~not~~have beadverse ~~possible~~impacts ~~and~~on ~~could~~our bebusinesses ~~costly~~ and ~~time-consuming~~financial ~~if it is possible to do~~condition.

InChanges ~~the~~in ~~event~~economic ofconditions ancould ~~adverse~~adversely ~~determination~~affect inour anfinancial ~~intellectual~~condition ~~property~~and ~~suit~~results orof ~~proceeding~~operations. A number of economic factors, orincluding, ~~Federal-Mogul’s~~but ~~failure~~not limited to, ~~license~~consumer ~~essential~~interest ~~technology~~rates, ~~Federal-Mogul’s~~consumer confidence and debt levels, retail trends, housing starts, sales ~~could~~of beexisting ~~harmed~~homes, the level and ~~its~~availability ~~costs~~of ~~could~~mortgage ~~increase~~refinancing, ~~which~~and ~~could~~commodity ~~materially~~prices, may generally adversely affect our ~~Automotive~~businesses, financial condition and results of operations. Recessionary economic cycles, higher and protracted unemployment rates, increased fuel and other energy and commodity costs, rising costs of transportation and increased tax rates can have a material adverse impact on our businesses, and may adversely affect demand for sales of our businesses' products, or the costs of materials and services utilized in their operations. These factors could have a material adverse effect on our revenues, income from operations and our cash flows.

~~Federal-Mogul~~We ~~may~~and beour ~~exposed~~subsidiaries are subject to ~~certain~~cybersecurity ~~regulatory~~risks and ~~financial~~other ~~risks~~cyber ~~related~~incidents toresulting ~~climate~~in ~~change~~disruption.

~~Climate~~Threats ~~change~~to isinformation ~~continuing~~technology tosystems ~~receive~~associated ~~ever~~with ~~increasing~~cybersecurity ~~attention~~risks ~~worldwide.~~and ~~Many~~cyber ~~scientists,~~incidents ~~legislators~~or attacks continue to grow. We and ~~others~~our ~~attribute~~subsidiaries ~~global~~depend ~~warming~~on toinformation ~~increased~~technology ~~levels~~systems. In addition, certain of ~~greenhouse~~our ~~gases~~subsidiaries, including ~~carbon~~in ~~dioxide,~~our ~~which~~Gaming ~~has~~segment, ~~led~~collect, toprocess ~~significant~~and ~~legislative~~retain sensitive and ~~regulatory~~confidential ~~efforts~~customer toinformation ~~limit~~in ~~greenhouse~~the ~~gas~~normal ~~emissions~~course of business. ~~There~~Despite ~~are~~the asecurity ~~number~~measures ofwe ~~pending~~have ~~legislative~~in place and ~~regulatory~~any ~~proposals~~additional tomeasures ~~address~~we ~~greenhouse~~may ~~gas~~implement ~~emissions.~~in ~~These~~the ~~actions~~future, ~~could~~our ~~increase~~facilities ~~costs~~and ~~associated~~systems, ~~with~~and ~~Federal~~those of our third-~~Mogul’s~~party ~~operations~~service providers, ~~including~~could ~~costs~~be ~~for~~vulnerable ~~raw~~to ~~materials~~security ~~and~~breaches, ~~transportation.~~computer ~~Because~~viruses, itlost isor ~~uncertain~~misplaced ~~what~~data, ~~laws~~programming ~~will~~errors, behuman ~~enacted~~errors, weacts ~~cannot~~of ~~predict~~vandalism or other events. Any disruption of our systems or security breach or event resulting in the ~~potential~~misappropriation, ~~impact~~loss or other unauthorized disclosure of ~~such~~confidential ~~laws~~information, on whether by us directly or our ~~Automotive~~third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise affect our results of operations.

~~Gaming~~Investment

Our ~~Gaming~~Investment segment ~~has~~may abe ~~limited~~materially ~~operating~~and ~~history~~negatively affected by adverse conditions in the global financial markets and the economy generally.

~~Tropicana~~There is asignificant ~~newly~~risk ~~formed~~that ~~company~~conditions ~~with~~in athe ~~limited~~global ~~operating~~financial ~~history.~~markets ~~There~~and ~~are~~the ~~substantial~~economy ~~risks~~generally could deteriorate and ~~uncertainties~~experience tovolatility ~~which~~and ~~our~~illiquidity ~~Gaming~~and ~~segment~~these isconditions ~~subject~~could continue for a significant period of time. ToIn ~~address~~the event that some or all of these ~~risks~~conditions occur, the Investment Funds could be materially and ~~uncertainties~~adversely affected in many different ways. Furthermore, ~~Tropicana~~difficult ~~must~~market doconditions may also increase the ~~following,~~risk ~~among~~of default with respect to debt investments held by the Investment Funds. Many other ~~things:~~factors beyond the control of our Investment segment may adversely affect the Investment Funds, including, without limitation, rising interest rates, inflation, terrorism or political uncertainty.

•The ~~Successfully~~historical ~~execute~~financial information for our Investment segment is not necessarily indicative of its ~~business~~future ~~strategy;~~performance.

•The ~~Respond~~financial toresults ~~competitive~~of ~~developments;~~our Investment segment are primarily driven by the performance of the Investment Funds and our interests therein. The historical consolidated financial information contained elsewhere in this Report is not indicative of the

~~• Attract, integrate, retain and motivate qualified personnel, including a new chief executive officer.~~28

~~There~~future ~~can~~financial beresults noof ~~assurance~~our ~~that~~Investment ~~Tropicana will operate profitably or that it will have adequate working capital to meet its obligations as they become due~~segment. ~~Additionally,~~In ~~there can be no assurance that Tropicana’s business strategy will be successful~~particular, ~~that~~with itrespect ~~will successfully address the risks that face its business or that it will be able~~ to ~~access capital markets if~~ the ~~need~~historical ~~arises.~~returns Inof ~~the event that Tropicana does not successfully address these risks,~~ our ~~Gaming~~Investment segment ~~could be materially and adversely affected.~~ :

35• past favorable market conditions and profitable investment opportunities may not occur in the future; and

~~TABLE~~• OFfuture ~~CONTENTS~~returns may be affected by the risks described elsewhere in this Report, including risks of the industries and businesses in which a particular fund invests.

~~The~~Successful ~~recent~~execution ~~state~~ of the ~~financial~~Investment ~~markets~~Funds' ~~may~~activist ~~impact~~investment ~~Tropicana’s~~activities ~~ability~~involves tomany ~~obtain~~risks, ~~sufficient~~certain ~~financing~~of ~~and credit on a going forward basis~~ which ~~could~~are ~~negatively~~outside ~~impact~~of our ~~ability to operate our business~~control.

InThe ~~addition~~success toof ~~earnings~~the ~~and~~Investment ~~cash~~Funds' ~~flows~~investment ~~from~~strategy ~~operations~~may require, ~~Tropicana~~among ~~relies~~other onthings: ~~borrowed~~(i) ~~money~~that toour ~~finance~~Investment ~~its~~segment ~~business,~~properly ~~which~~identify ~~may~~companies bewhose ~~constrained~~securities ifprices itcan isbe ~~unable~~improved tothrough ~~borrow~~corporate ~~additional capital~~ and/or ~~refinance~~strategic ~~existing~~action ~~borrowings~~or onsuccessful ~~reasonable~~restructuring ~~terms.~~of ~~Developments~~their inoperations; ~~the~~(ii) ~~financial markets~~ that ~~have led to unpredictable federal government intervention in~~ the ~~United~~Investment ~~States~~Funds ~~banking~~acquire ~~system,~~sufficient ~~including~~securities ~~the~~of ~~capital~~such ~~crisis~~companies inat ~~the banking system,~~ a ~~series~~sufficiently ofattractive ~~rating~~price; ~~agency~~(iii) ~~downgrades~~that ~~of subprime U.S. mortgage-related assets and significant provisions for loan losses recorded by major financial institutions, have resulted in volatility in~~ the ~~credit~~Investment ~~markets,~~Funds aavoid ~~low~~triggering ~~level~~anti-takeover ~~of liquidity in many financial markets~~ and ~~other~~regulatory ~~adverse~~obstacles ~~conditions~~while ~~for~~aggregating ~~issuers~~their inpositions; ~~fixed~~(iv) ~~income, credit and equity markets. In the recent past, these markets have experienced disruption~~ that ~~had~~management ~~a dramatic impact on the availability and cost~~ of ~~capital~~portfolio ~~and credit. The market interest rate for debt of~~ companies ~~similar to Tropicana’s has been volatile. The United States~~ and other ~~governments~~security ~~have~~holders ~~enacted~~respond ~~legislation~~positively ~~and taken other actions~~ to ~~help~~our ~~alleviate~~proposals; ~~these~~and ~~conditions,~~(v) ~~although there is no assurance~~ that ~~such steps will have~~ the ~~effect~~market price of ~~easing~~portfolio ~~the~~companies' ~~conditions~~securities increases in ~~credit~~response ~~and capital markets. Therefore, Tropicana has no assurance that such steps will facilitate its further access~~ to ~~credit~~any oractions ~~capital~~taken ~~markets~~by ~~at desirable times or at rates that it would consider acceptable, and~~ the ~~lack~~portfolio ~~of such funding could have a material adverse effect on our Gaming operations and its ability to service its indebtedness~~companies. ~~While~~We ~~these~~cannot ~~conditions~~assure ~~have~~you ~~improved, there can be no assurance~~ that ~~they will~~any ~~not worsen in the future. Tropicana is unable to predict the likely duration or severity~~ of ~~any disruption in~~ the ~~capital~~foregoing ~~and~~will ~~credit markets, or its impact on the larger economy~~succeed. ~~A disruption in the global credit and financial markets may materially and adversely affect Tropicana’s ability to obtain sufficient financing to execute its business strategy.~~

The ~~bankruptcy~~Investment ~~filing~~Funds' ~~has~~investment ~~had~~strategy ainvolves ~~negative~~numerous ~~impact~~and onsignificant ~~Tropicana~~risks, ACincluding ~~and~~the risk that we may lose some or all of our investments in the ~~Predecessors’~~Investment ~~image~~Funds. ~~which~~This risk may ~~negatively~~be ~~impact~~magnified ~~Tropicana’s~~due ~~business~~to ~~going~~concentration ~~forward~~of investments and investments in undervalued securities.

AsOur aInvestment ~~result of the proceedings under Chapter 11 of the Bankruptcy Code, Tropicana’~~segment's ~~Predecessors~~revenue ~~and~~depends ~~Tropicana~~on ~~AC were~~ the ~~subject~~investments ofmade ~~negative~~by ~~publicity which has had an impact on~~ the ~~image~~Investment ~~of their assets~~Funds. ~~This~~There ~~negative~~are ~~publicity~~numerous ~~may~~and ~~have~~significant anrisks ~~effect~~associated onwith ~~the~~these ~~terms~~investments, ~~under~~certain of which ~~some customers and suppliers~~ are ~~willing~~described toin dothis ~~business~~risk ~~with~~factor ~~Tropicana~~ and ~~could~~in ~~materially~~other ~~adversely~~risk ~~affect~~factors ~~our~~set ~~Gaming~~forth ~~operations~~herein.

~~Tropicana~~Certain investment positions held by the Investment Funds may ~~face~~be ~~potential~~illiquid. ~~successor~~The ~~liability~~Investment ~~for~~Funds ~~liabilities~~may ofown restricted or non-publicly traded securities and securities traded on foreign exchanges. These investments could prevent the ~~Predecessors~~Investment ~~not~~Funds ~~provided~~from ~~for~~liquidating inunfavorable positions promptly and subject the ~~Plan~~Investment Funds to substantial losses.

AsAt ~~the~~any ~~successor~~given totime, the ~~Predecessors,~~Investment ~~Tropicana~~Funds' assets may bebecome ~~subject~~highly toconcentrated ~~certain~~within ~~liabilities~~a ofparticular ~~the~~company, ~~Predecessors~~industry, ~~not~~asset ~~provided~~category, ~~for~~trading instyle ~~the~~or ~~Plan~~financial or economic market. ~~Such~~In ~~liabilities~~that ~~may~~event, ~~arise~~the Investment Fund's investment portfolio will be more susceptible to fluctuations in avalue ~~number~~resulting from adverse economic conditions affecting the performance of ~~circumstances~~that particular company, ~~including~~industry, ~~but~~asset ~~not~~category, ~~limited~~trading tostyle or economic market than a less concentrated portfolio would be. As a result, ~~those~~the ~~where:~~Investment Funds' investment portfolio could become concentrated and its aggregate return may be volatile and may be affected substantially by the performance of only one or a few holdings.

•The aInvestment ~~creditor~~Funds ofseek ~~the~~to ~~Predecessors~~invest ~~did~~in ~~not~~securities ~~receive~~that ~~proper~~are ~~notice~~undervalued. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the ~~pendency~~opportunity for above-average capital appreciation, these investments involve a high degree of ~~the~~financial ~~bankruptcy~~risk ~~case~~and ~~relating~~can toresult ~~the~~in ~~Plan~~substantial orlosses. Returns generated from the ~~deadline~~Investment Funds' investments may not adequately compensate for ~~filing~~the ~~claims~~business ~~therein;~~and financial risks assumed.

•From time to time, the ~~injury~~Investment ~~giving~~Funds ~~rise~~may ~~to,~~invest in bonds or ~~the~~other ~~source~~fixed ofincome securities, such as commercial paper and higher yielding (and, therefore, higher risk) debt securities. It is likely that a ~~creditor’s~~major ~~claim~~economic ~~did~~recession ~~not~~could ~~manifest~~severely ~~itself~~disrupt inthe ~~time~~market for such securities and may have a material adverse impact on the ~~creditor~~value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to ~~file~~repay principal and pay interest thereon and increase the ~~creditor’s~~incidence ~~claim;~~of default for such securities.

•For areasons ~~creditor~~not ~~did~~necessarily ~~not~~attributable ~~timely~~to ~~file~~any of the ~~creditor’s~~risks ~~claim~~set forth in ~~such~~this ~~bankruptcy~~Report ~~case~~(for ~~due~~example, supply/demand imbalances or other market forces), the prices of the securities in which the Investment Funds invest may decline substantially. In particular, purchasing assets at what may appear to ~~excusable~~be ~~neglect;~~undervalued levels is no guarantee that these assets will not be trading at even more undervalued levels at a future time of valuation or at the time of sale.

•The ~~Tropicana~~prices isof ~~liable~~financial ~~for~~instruments in which the ~~Predecessors’~~Investment ~~federal~~Funds may invest can be highly volatile. Price movements of forward and~~/or~~ ~~state~~other ~~tax~~derivative ~~liabilities~~contracts ~~under~~in awhich ~~theory~~the Investment Funds' assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of ~~successor~~governments, ~~liability;~~and national and international political and economic events and policies. The Investment Funds are subject to the risk of failure of any of the exchanges on which their positions trade or of their clearinghouses.

~~• the order of confirmation for the Plan was procured by fraud.~~29

~~Although~~The ~~Tropicana~~use ~~has~~of noleverage ~~reason~~in toinvestments ~~believe~~by ~~that~~the itInvestment ~~will~~Funds ~~become~~may ~~subject~~pose toa ~~liabilities~~significant degree of ~~the~~risk ~~Predecessors~~and ~~that~~may ~~are~~enhance ~~not provided for in~~ the ~~Plan,~~possibility ~~should~~of ~~Tropicana~~significant ~~become~~loss ~~subject~~in tothe ~~such~~value ~~liabilities,~~of itthe ~~could~~investments ~~materially~~in ~~adversely~~the ~~affect~~Investment ~~our Gaming segment~~Funds.

~~Tropicana’s~~The ~~business~~Investment isFunds ~~particularly~~may ~~sensitive~~leverage their capital if their general partners believe that the use of leverage may enable the Investment Funds to ~~reductions~~achieve a higher rate of return. Accordingly, the Investment Funds may pledge its securities in ~~discretionary~~order ~~consumer~~to ~~spending~~borrow asadditional afunds ~~result~~for investment purposes. The Investment Funds may also leverage its investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of ~~downturns~~borrowings that the Investment Funds may have outstanding at any time may be substantial in relation to their capital. While leverage may present opportunities for increasing the ~~local~~Investment Funds' total return, ~~regional~~leverage ormay ~~national~~increase ~~economy~~losses as well. Accordingly, any event that adversely affects the value of an investment by the Investment Funds would be magnified to the extent such fund is leveraged. The cumulative effect of the use of leverage by the Investment Funds in a market that moves adversely to the Investment Funds' investments could result in a substantial loss to the Investment Funds that would be greater than if the Investment Funds were not leveraged. There is no assurance that leverage will be available on acceptable terms, if at all.

~~Consumer~~In ~~demand~~general, ~~for~~the ~~casino~~use ~~and~~of ~~hotel~~short-term ~~properties,~~margin ~~such~~borrowings asresults ~~Tropicana’s~~in certain additional risks to the Investment Funds. For example, ~~are~~should ~~particularly~~the ~~sensitive~~securities pledged to ~~downturns~~brokers to secure any Investment Fund's margin accounts decline in value, the ~~local~~Investment Funds could be subject to a “margin call,” ~~regional~~pursuant to which it must either deposit additional funds or ~~national~~securities ~~economy~~with ~~and~~the broker, or suffer mandatory liquidation of the ~~corresponding~~pledged ~~impact~~securities onto ~~discretionary~~compensate ~~spending~~for onthe ~~leisure~~decline ~~activities~~in value. ~~Changes~~In the event of a sudden drop in ~~discretionary~~the ~~consumer~~value ~~spending~~of orany ~~consumer~~of ~~preferences~~the ~~brought~~Investment ~~about~~Funds' byassets, the Investment Funds might not be able to liquidate assets quickly enough to satisfy its margin requirements.

36Any of the Investment Funds may enter into repurchase and reverse repurchase agreements. When the Investment Funds enters into a repurchase agreement, it “sells” securities issued by the U.S. or a non-U.S. government, or agencies thereof, to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Investment Fund “buys” securities issued by the U.S. or a non-U.S. government, or agencies thereof, from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Investment Funds, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by any of the Investment Funds involves certain risks. For example, if the seller of securities to the Investment Funds under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Investment Funds will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Investment Funds' ability to dispose of the underlying securities may be restricted. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Investment Funds may suffer a loss to the extent it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller.

~~TABLE~~The OFfinancing ~~CONTENTS~~used by the Investment Funds to leverage its portfolio will be extended by securities brokers and dealers in the marketplace in which the Investment Funds invest. While the Investment Funds will attempt to negotiate the terms of these financing arrangements with such brokers and dealers, its ability to do so will be limited. The Investment Funds are therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer's willingness to continue to provide any such credit to the Investment Funds. Because the Investment Funds currently have no alternative credit facility which could be used to finance its portfolio in the absence of financing from broker-dealers, it could be forced to liquidate its portfolio on short notice to meet its financing obligations. The forced liquidation of all or a portion of the Investment Funds' portfolios at distressed prices could result in significant losses to the Investment Funds.

~~factors~~The ~~such~~possibility ~~as perceived or actual general economic conditions, the current housing crisis, the recent credit crisis, the impact~~ of ~~high energy and food costs, the~~ increased ~~cost~~regulation ofcould ~~travel,~~result ~~the potential for continued bank failures, perceived or actual declines~~ in ~~disposable~~additional ~~consumer~~burdens ~~income~~on ~~and~~our ~~wealth,~~Investment ~~the~~segment. ~~effect~~Changes ~~of the current economic environment and changes~~ in ~~consumer~~tax ~~confidence~~law ~~in the economy, or fears of war and future acts of terrorism~~ could ~~further~~adversely ~~reduce~~affect ~~customer demand for amenities that Tropicana offers~~us.

The ~~recent~~Dodd-Frank ~~housing~~Wall ~~crisis~~Street ~~and~~Reform ~~recession in the United States has resulted in a significant decline in tourism~~ and ~~consumer~~Consumer ~~spending.~~Protection ~~Economic~~Act, ~~conditions~~or ~~like~~ the ~~recent~~Reform ~~downturn~~Act, ~~(and~~was ~~slowdowns~~enacted orinto ~~recessions~~law ~~less~~in ~~severe)~~July could cause fewer consumers to spend money or cause consumers to spend less money at Tropicana’s properties and could materially adversely affect our Gaming operations. While general economic conditions have modestly improved2010, ~~there~~resulted ~~can~~in benew noregulations ~~assurance~~affecting ~~that~~almost ~~they~~every ~~will~~part ~~continue~~of tothe ~~improve~~financial orservices ~~will not worsen in the future~~industry.

~~Intense~~The ~~competition~~regulatory ~~exists~~environment in which our Investment segment operates is subject to further regulation in addition to the ~~gaming~~rules ~~industry~~already promulgated. Our Investment segment may be adversely affected by the enactment of new or revised regulations, or changes in the interpretation or enforcement of rules and ~~Tropicana~~regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. Such changes may ~~not~~limit the scope of investment activities that may be ~~able~~undertaken toby ~~compete~~the ~~effectively,~~Investment ~~which~~Funds' managers. Any such changes could ~~negatively~~increase ~~affect~~the cost of our ~~Gaming~~Investment ~~operations~~segment's doing business and/or materially adversely impact our profitability. Additionally, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges have taken and are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an

The gaming industry is highly competitive for both customers and employees, including those at the management level. Tropicana faces intense competition with numerous casinos and hotel casinos of varying quality and size in market areas where its properties are located. Tropicana also competes with other non-gaming resorts and vacation destinations, and with various other casino and other entertainment businesses and could compete with any new forms of gaming that exist or may be legalized in the future, including on-line gaming. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity and may soon include virtual casinos having entirely different cost structures and game offerings. In most markets, Tropicana competes directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, Tropicana faces competition from nearby markets in addition to direct competition within its market areas as well as the threat from new, emerging markets. 30

Inevolving ~~recent~~area ~~years,~~of ~~competition~~law ~~in existing markets has intensified. For example, competition with the Atlantic City market has increased with Pennsylvania~~ and ~~Delaware~~is ~~commencing~~subject ~~live~~to ~~table~~modification ~~game~~by ~~operations~~government ~~in fiscal 2010~~ and ~~two~~judicial ~~new casinos opening in September 2010 and January 2011 in Maryland~~action. InThe ~~addition,~~effect ~~Tropicana’s~~of ~~competitors~~any ~~have~~future ~~invested~~regulatory inchange ~~expanding their existing facilities and developing new facilities. Tropicana’s subsidiaries,~~ on the ~~other~~Investment ~~hand,~~Funds ~~have~~and ~~been subject to limitations on capital expenditures resulting from~~ the ~~Chapter~~Investment 11segment ~~Cases.~~could ~~Tropicana’s ability to invest in its properties going forward may continue to~~ be ~~constrained,~~ substantial and ~~it may not be able to compete effectively with casinos that have been modernized or recently expanded~~adverse.

~~The~~In ~~expansion~~addition, oflegislative ~~existing~~proposals ~~casino~~have ~~entertainment~~been ~~properties~~introduced that, ~~the~~if ~~increase~~enacted, could have a material and adverse effect on us. These proposals have included taxing publicly traded partnerships engaged in the ~~number~~Investment ofsegment, ~~gaming~~such ~~opportunities~~as us, as corporations and introducing substantive changes to the ~~aggressive~~definition ~~marketing~~of ~~strategies~~qualifying income, which could make it more difficult or impossible to for us to meet the exception that allows publicly traded partnerships generating qualifying income to be treated as partnerships (rather than corporations) of ~~many~~U.S. federal income tax purposes. It is unclear when or if such legislation would be introduced, whether or not such legislation would be enacted, what specific provisions would be included or what the effective date would be, and as a result the ultimate impact on us of ~~Tropicana’s~~any ~~competitors~~such ~~have~~legislation ~~also~~is ~~increased~~uncertain. ~~competition~~It inis ~~many~~possible ~~markets~~that inif carried interest legislation were enacted we would be treated as an association, taxable as a corporation, which itwould ~~competes~~materially increase our taxes. As an alternative, we might be required to restructure our operations, and ~~this~~possibly ~~intense~~dispose ~~competition~~of iscertain ~~expected~~businesses, in order to ~~continue~~avoid or mitigate the impact of any such legislation. We currently cannot predict the outcome of such legislative proposals, including, if enacted, their impact on our operations and financial position.

IfThe ~~Tropicana’s~~failure ~~competitors~~of ~~operate~~Mr. ~~more~~Icahn ~~successfully~~to ~~than~~participate ~~it does, if they are more successful than Tropicana~~ in ~~attracting and retaining employees, if their properties are enhanced or expanded, if additional hotels and casinos are established in and around~~ the ~~locations~~management ~~in which Tropicana conducts business, or if on-line gaming is permitted and conducted in any~~ of ~~its markets, Tropicana may lose market share or~~ the ~~ability~~Investment toFunds ~~attract~~could orhave ~~retain employees. In particular, the expansion of casino gaming in or near any geographic area from which Tropicana attracts or expects to attract~~ a ~~significant~~material ~~number~~adverse ofeffect ~~its~~on ~~customers~~the ~~could~~Investment ~~materially~~Funds ~~adversely affect~~and ~~our~~on ~~Gaming operations~~us.

The ~~casino,~~success ~~hotel~~of ~~and~~the ~~resort~~Investment ~~industry~~Funds isdepends ~~capital~~upon ~~intensive~~the ability of our Investment segment to develop and ~~Tropicana~~implement investment strategies that achieve the Investment Funds' investment objectives. Subjective decisions made by employees of our Investment segment may ~~not~~cause bethe ~~able~~Investment Funds to ~~finance~~incur ~~expansion~~losses ~~and~~or ~~renovation~~to ~~projects,~~miss profit opportunities on which the Investment Funds would otherwise have capitalized. In the event that Mr. Icahn ceases to participate in the management of the Investment Funds, the consequences to the Investment Funds and our interest in them could ~~put~~be itmaterial atand adverse and could lead to the premature termination of the Investment Funds. The loss of Mr. Icahn could, therefore, ultimately result in a ~~competitive~~loss ~~disadvantage~~of substantially all of the earnings of our Investment segment.

~~Tropicana’s~~The ~~properties~~Investment ~~have~~Funds an ongoing need for renovations and other capital improvements to remain competitive, including replacement, from time to time, of furniture, fixtures and equipment. Because of the bankruptcies, the Predecessors and Tropicana AC deferred renovations and capital improvements. Tropicana also needs to make ~~capital~~investments ~~expenditures~~in tocompanies ~~comply~~we ~~with~~do ~~applicable~~not ~~laws and regulations~~control.

37Investments by the Investment Funds include investments in debt or equity securities of publicly traded companies that we do not control. Such investments may be acquired by the Investment Funds through open market trading activities or through purchases of securities from the issuer. These investments will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which our Investment segment disagree or that the majority of stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve the best interests of the Investment Funds. In addition, the Investment Funds may make investments in which it shares control over the investment with co-investors, which may make it more difficult for it to implement its investment approach or exit the investment when it otherwise would. If any of the foregoing were to occur, the values of the investments by the Investment Funds could decrease and our Investment segment revenues could suffer as a result.

~~TABLE~~The OFability ~~CONTENTS~~to hedge investments successfully is subject to numerous risks.

~~Renovations~~The ~~and~~Investment ~~other~~Funds ~~capital~~may ~~improvements~~utilize offinancial ~~Tropicana’s~~instruments, ~~properties~~both ~~require~~for ~~significant~~investment ~~capital~~purposes ~~expenditures.~~and Infor ~~addition,~~risk ~~renovations~~management ~~and~~purposes ~~capital~~in ~~improvements~~order ofto ~~its~~(i) ~~properties~~protect ~~usually~~against ~~generate~~possible ~~little~~changes orin nothe ~~cash~~market ~~flow~~value ~~until~~of the ~~project~~Investment isFunds' ~~completed.~~investment ~~Tropicana~~portfolios ~~may~~resulting ~~not~~from befluctuations ~~able~~in tothe ~~fund~~securities ~~such~~markets ~~projects~~and ~~solely~~changes ~~from~~in ~~cash~~interest ~~provided~~rates; ~~from~~(ii) ~~its~~protect ~~operating~~the ~~activities.~~Investment ~~Consequently,~~Funds' itunrealized ~~relies~~gains ~~upon~~in the ~~availability~~value of ~~debt or equity capital to fund renovations and capital improvements and~~ its ~~ability~~investment toportfolios; ~~carry~~(iii) ~~them~~facilitate ~~out~~the ~~will~~sale beof ~~limited~~any ifsuch ~~Tropicana~~investments; ~~cannot~~(iv) ~~obtain~~enhance ~~satisfactory debt~~ or ~~equity~~preserve ~~financing~~returns, ~~which~~spreads ~~will~~or ~~depend~~gains on, ~~among~~any ~~other~~investment ~~things,~~in ~~market~~the ~~conditions.~~Investment ~~No assurances~~Funds' ~~can~~portfolio; be(v) ~~made~~hedge ~~that~~the ~~Tropicana~~interest ~~will~~rate beor ~~able~~currency toexchange ~~obtain~~rate ~~additional~~on ~~equity~~any orof ~~debt~~the ~~financing~~Investment orFunds' ~~that~~liabilities itor ~~will~~assets; be(vi) ~~able~~protect ~~obtain~~against ~~such~~any ~~financing~~increase onin ~~favorable~~the ~~terms.~~price ~~Tropicana’s~~of ~~failure~~any tosecurities ~~renovate~~our ~~its~~Investment ~~gaming~~segment ~~properties~~anticipate ~~may~~purchasing ~~put it~~ at a ~~competitive~~later ~~disadvantage,~~date; ~~which~~or ~~could~~(vii) ~~have~~for aany ~~materially~~other ~~adverse~~reason ~~effect~~that on our ~~Gaming~~Investment segment. deems appropriate.

~~Renovations~~The success of any hedging activities will depend, in part, upon the degree of correlation between the performance of the instruments used in the hedging strategy and ~~other~~the ~~capital~~performance ~~improvements~~of the portfolio investments being hedged. However, hedging techniques may ~~disrupt~~not ~~Tropicana’~~always be possible or effective in limiting potential risks of loss. Since the characteristics of many securities change as markets change or time passes, the success of our Investment segment's ~~operations~~hedging strategy will also be subject to the ability of our Investment segment to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Investment Funds may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Investment Funds than if it had not engaged in such hedging transactions. For a variety of reasons, the Investment Funds may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent the Investment Funds from achieving the intended hedge or expose the Investment Funds to risk of loss. The Investment Funds do not intend to seek to hedge every position and may determine not to hedge against a particular risk for various reasons, including, but not limited to, because they do not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge. Our Investment segment may not foresee the occurrence of the risk and therefore may not hedge against all risks.

Renovation projects may cause Tropicana to temporarily close all or a portion of its facilities to customers and disrupt service and room availability causing reduced demand, occupancy and rates. As a result, any future capital improvements projects may increase Tropicana’s expenses and reduce its cash flows and its revenues and, accordingly, may have a materially adverse effect on our Gaming segment. 31

~~Tropicana~~We ~~may~~are be subject to third-party litigation ~~resulting~~risks ~~from~~attributable ~~its~~to ~~gaming,~~our ~~resort~~Investment ~~and~~segment ~~dining~~that ~~operations,~~could ~~which,~~result ifin ~~adversely~~significant ~~determined,~~liabilities that could ~~result~~adversely inaffect ~~substantial~~our ~~losses~~Investment operations.

~~Tropicana~~Some ~~will~~of ~~be,~~the ~~from~~tactics ~~time~~that ~~to time, during~~ the ~~ordinary~~Investment ~~course~~Funds ofmay ~~operating~~use ~~its~~involve ~~businesses, subject to various~~ litigation. ~~claims~~The ~~and~~Investment ~~legal~~Funds ~~disputes,~~could ~~including~~be ~~contract,~~a ~~lease,~~party ~~employment~~to ~~and~~lawsuits ~~regulatory~~that ~~claims~~they asinitiate ~~well~~or asthat ~~claims~~are ~~made~~initiated by ~~visitors~~a tocompany ~~its~~in ~~properties.~~which ~~Certain~~the ~~litigation~~Investment ~~claims~~Funds ~~may~~invest, ~~not~~other beshareholders, ~~covered entirely~~ or atstate ~~all~~and byfederal ~~its~~governmental ~~insurance policies or its insurance carriers may seek to deny coverage~~bodies. InThere ~~addition, litigation claims~~ can be ~~expensive~~no toassurance ~~defend~~that ~~and may divert Tropicana’s attention from the operations of its businesses. Further,~~ litigation ~~involving visitors to its properties~~, ~~even~~once ~~if without merit~~begun, ~~can~~would ~~attract~~be ~~adverse~~resolved ~~media attention.~~in Asfavor aof ~~result, litigation can have a material adverse effect on its businesses. Since Tropicana cannot predict~~ the ~~outcome~~Investment ~~of any action, it is possible that adverse judgments or settlements could significantly reduce our Gaming segment revenues~~Funds.

~~Tropicana~~In isaddition, inwe will be exposed to risk of litigation ~~over~~by third parties or government regulators if our Investment segment's management of the ~~use~~Investment Funds is alleged to constitute gross negligence, willful misconduct or dishonesty or breach of ~~its~~contract ~~“Tropicana”~~or ~~trademark~~organizational documents or to violate applicable law. In such actions, we would be obligated to bear legal, settlement and other costs (which ifmay ~~adversely~~exceed ~~determined~~our ~~could~~available ~~dilute~~insurance coverage). In addition, our rights to indemnification from the ~~“Tropicana”~~applicable ~~brand~~Investment Funds may be challenged.

~~Certain~~The ~~parties~~Investment ~~affiliated~~Funds ~~with~~may ~~the~~invest ~~new~~in ~~owners~~companies ofthat ~~the~~are ~~Tropicana~~based LVoutside ~~(referred~~of ~~to as~~ the ~~Plaintiffs)~~United ~~filed a declaratory judgment action in the District Court~~States, ~~Clark~~which ~~County, Nevada, on July 20, 2009, seeking a declaratory judgment that Tropicana LV~~ may ~~operate~~expose ~~a hotel and casino under~~ the ~~name~~Investment ~~“Tropicana”~~Funds ~~without~~to ~~any~~additional ~~interference~~risks bynot ortypically ~~payment~~associated towith ~~Aztar~~investing orin ~~Tropicana~~companies ~~Entertainment~~that ~~LLC~~are ~~(together~~based ~~referred~~in ~~to as~~ the ~~Defendants).~~United States.

~~During~~Investments ~~the~~in ~~course~~securities of ~~proceedings,~~non-U.S. ~~the~~issuers ~~Plaintiffs~~(including non-U.S. governments) and ~~Defendants~~securities ~~have~~denominated ~~each~~or ~~filed~~whose aprices ~~motion~~are ~~for~~quoted ~~summary~~in ~~judgment~~non-U.S. ~~claiming~~currencies ~~ownership~~pose, ofto the ~~“Tropicana”~~extent ~~trademark.~~not Ifsuccessfully ~~the~~hedged, ~~Plaintiffs~~currency ~~are~~exchange ~~successful~~risks (including blockage, ~~Tropicana’s~~devaluation ~~right~~and tonon-exchangeability), ~~continued~~as ~~use~~well as a range of ~~the~~other ~~“Tropicana”~~potential ~~name~~risks, inwhich acould ~~particular~~include ~~geographic~~expropriation, ~~area~~confiscatory taxation, imposition of withholding or other taxes on andividends, ~~exclusive~~interest, ~~basis~~capital gains or other income, political or atsocial ~~all~~instability, ~~could~~illiquidity, beprice ~~adversely~~volatility ~~affected~~and market manipulation. In ~~the~~addition, ~~event~~less ~~the~~information ~~Plaintiffs~~may ~~prevail~~be available regarding securities of non-U.S. issuers, ~~they~~and ~~would~~non-U.S. ~~also~~issuers ~~have~~may ~~the~~not ~~right~~be subject to ~~continued~~accounting, ~~use~~auditing and financial reporting standards and requirements comparable to, or as uniform as, those of ~~the~~U.S. ~~“Tropicana”~~issuers. ~~trademark~~Transaction costs of investing in ~~perpetuity~~non-U.S. ~~without~~securities ~~payment~~markets ofare ~~any~~generally ~~royalty~~higher orthan ~~license~~in ~~fee~~the toUnited ~~Tropicana~~States. There is generally less government supervision and regulation of exchanges, brokers and ~~their~~issuers ~~continued~~than ~~use~~there ofis in the ~~trademark~~United ~~without~~States. ~~restriction~~The Investment Funds may have greater difficulty taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures which in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could ~~dilute~~adversely affect the ~~“Tropicana”~~ ~~brand~~Investment Funds' performance. Investments in non-U.S. markets may result in imposition of non-U.S. taxes or withholding on income and begains ~~detrimental~~recognized with respect to ~~Tropicana’s~~such ~~future~~securities. ~~properties~~There can be no assurance that ~~utilize~~adverse developments with respect to such risks will not materially adversely affect the Investment Funds' investments that ~~brand.~~are ~~See~~held ~~Item~~in 3,certain ~~Legal~~countries ~~Proceedings,~~or ~~for~~the ~~further~~returns ~~discussion.~~from these investments.

~~Work~~The ~~stoppages,~~Investment ~~labor~~Funds ~~problems~~invest ~~and~~in ~~unexpected~~distressed ~~shutdowns~~securities, ~~may~~as ~~limit~~well ~~Tropicana’s~~as ~~operational~~bank ~~flexibility~~loans, ~~and~~asset ~~negatively~~backed ~~impact~~securities ~~its~~and ~~future~~mortgage ~~profits~~backed securities.

~~Tropicana~~The isInvestment ~~party~~Funds tomay 10invest ~~collective~~in ~~bargaining~~securities ~~agreements~~of ~~with~~U.S. ~~different~~and ~~unions~~non-U.S. ~~Two~~issuers ofin ~~the~~weak ~~collective~~financial ~~bargaining~~condition, ~~agreements~~experiencing poor operating results, ~~covering~~having ~~approximately~~substantial 1capital needs or negative net worth,~~100~~ ~~employees~~facing atspecial ~~Tropicana~~competitive ACor product obsolescence problems, ~~will~~or ~~expire~~that are involved in ~~fiscal~~bankruptcy ~~2011~~or reorganization proceedings. ~~There~~Investments of this type may involve substantial financial, legal and business risks that can beresult noin ~~assurance~~substantial, or at times even total, losses. The market prices of such securities are subject to abrupt and erratic market movements and above-average price volatility. It may take a number of years for the market price of such securities to reflect their intrinsic value. In liquidation (both in and out of bankruptcy) and other forms of corporate insolvency and reorganization, there exists the risk that ~~Tropicana~~the reorganization either will be ~~able~~unsuccessful (due to, ~~successfully~~for ~~negotiate~~example, ~~new~~failure ~~collective~~to ~~bargaining~~obtain ~~agreements~~requisite approvals), will be delayed (for example, until various liabilities, actual or ~~renegotiate~~contingent, ~~the~~have ~~agreements~~been ~~currently~~satisfied) inor ~~effect.~~will ~~The~~result ~~addition~~in a distribution of ~~new~~cash, assets or ~~changes~~a tonew security the ~~existing~~value ~~collective~~of ~~bargaining~~which ~~agreements~~will ~~could~~be ~~cause~~less ~~significant~~than ~~increases~~the purchase price to the Investment Funds of the security in ~~labor~~respect ~~costs,~~to which ~~could~~such ~~have~~distribution awas ~~material~~made ~~adverse~~and ~~effect~~the onterms ~~our~~of ~~Gaming~~which ~~segment.~~may render such security illiquid.

38The Investment Funds' investments are subject to numerous additional risks including those described below.

~~TABLE~~• OFGenerally, ~~CONTENTS~~there are few limitations set forth in the governing documents of the Investment Funds on the execution of their investment activities, which are subject to the sole discretion of our Investment segment.

In• ~~addition~~The Investment Funds may buy or sell (or write) both call options and put options, ~~the~~and ~~unions~~when ~~with~~it ~~which~~writes ~~Tropicana~~options, ~~has~~it ~~collective~~may ~~bargaining~~do ~~agreements~~so oron ~~other~~a ~~unions~~covered ~~could~~or ~~seek~~an touncovered ~~organize~~basis. ~~employees~~When atthe ~~Tropicana’s~~Investment ~~non-union~~Funds ~~properties~~sell (or ~~groups~~write) ofan ~~employees~~option, atthe ~~its~~risk ~~properties~~can ~~that~~be ~~are~~substantially ~~not~~greater ~~currently~~than ~~represented~~when byit ~~unions~~buys an option. ~~Union~~The ~~organization~~seller ~~efforts~~of ~~could~~an ~~cause~~uncovered ~~disruptions~~call inoption ~~its~~bears ~~businesses~~the ~~and~~risk ~~result~~of an increase in ~~significant~~the ~~costs,~~market ~~both~~price of ~~which~~the ~~could~~underlying ~~have~~security aabove ~~material~~the ~~adverse~~exercise ~~effect~~price. The risk is theoretically unlimited unless the option is covered. If it is covered, the Investment Funds would forego the opportunity for profit on ~~our~~the ~~Gaming~~underlying ~~segment~~security should the market price of the security rise above the exercise price. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk.

Finally, if Tropicana is unable to negotiate these agreements on mutually acceptable terms, the affected employees may engage in a strike instead of continuing to operate without contracts or under expired contracts, which could have a materially adverse effect on our Gaming segment. Any unexpected shutdown of one of the casino properties from a work stoppage or strike action could have an adverse effect on our Gaming segment. Moreover, strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting Tropicana’s casinos. There can be no assurance that Tropicana can be adequately prepared for unexpected labor developments that may lead to a temporary or permanent shutdown of any of its casino properties. 32

~~State~~• ~~gaming~~The ~~laws~~Investment ~~and~~Funds ~~regulations~~may engage in short-selling, which is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security may ~~require~~appreciate ~~holders~~before the short position is closed out. The Investment Funds may be subject to losses if a security lender demands return of ~~Tropicana’s~~the ~~debt~~borrowed securities and an alternative lending source cannot be found or ~~equity~~if the Investment Funds are otherwise unable to borrow securities that are necessary to ~~undergo~~hedge aits ~~suitability~~positions. ~~investigation,~~There ~~and~~can ~~may~~be ~~result~~no inassurance ~~redemption~~that ofthe ~~their~~Investment Funds will be able to maintain the ability to borrow securities sold short. There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market.

~~Many~~• ~~jurisdictions~~The ~~require~~ability ~~any~~of ~~person~~the ~~who~~Investment ~~acquires~~Funds ~~beneficial~~to ~~ownership~~execute ofa ~~debt~~short orselling ~~equity~~strategy ~~securities~~may ofbe amaterially ~~casino~~adversely ~~gaming~~impacted ~~company~~by totemporary ~~apply for qualification~~ and/or anew ~~finding~~permanent ofrules, ~~suitability. Generally~~interpretations, ~~any~~prohibitions ~~person~~and ~~who~~restrictions ~~fails~~adopted orin ~~refuses~~response to ~~apply~~adverse ~~for~~market aevents. ~~finding~~Regulatory ~~of suitability or a license within the prescribed period after being advised by gaming~~ authorities ~~that~~may itfrom ~~is required~~ time-to-time doimpose sorestrictions ~~may~~that beadversely ~~denied~~affect athe ~~license~~Investment orFunds' ~~found~~ability ~~unsuitable~~to orborrow ~~unqualified,~~certain ~~as applicable. Any holder of~~ securities ~~that~~in isconnection ~~found~~with ~~unsuitable~~short orsale ~~unqualified~~transactions. orIn ~~denied a license~~addition, ~~and~~traditional ~~who~~lenders ~~holds, directly or indirectly, any beneficial ownership~~ of ~~a gaming entity’s~~ securities ~~beyond~~might ~~such period of time as may~~ be ~~prescribed~~less bylikely ~~the~~to ~~applicable~~lend ~~gaming~~securities ~~authorities~~under ~~may~~certain bemarket ~~guilty~~conditions. ofAs a ~~criminal offense. Furthermore~~result, athe ~~gaming~~Investment ~~entity~~Funds may not be ~~subject~~able to ~~disciplinary~~effectively ~~action~~pursue ~~if such gaming entity, after receiving notice that~~ a ~~person~~short isselling ~~unsuitable~~strategy due to be a ~~holder~~limited supply of securities oravailable tofor ~~have any other relationship with such gaming entity or any of its subsidiaries:~~ borrowing.

•The ~~pays~~Investment Funds may effect transactions through over-the-counter or interdealer markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of exchange-based markets. This exposes the Investment Funds to the risk that ~~person~~a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Investment Fund to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Investment Funds have concentrated its transactions with a single or small group of its counterparties. The Investment Funds are not restricted from dealing with any ~~dividend~~particular counterparty or ~~interest~~from ~~upon~~concentrating any or all of the ~~securities;~~Investment Funds' transactions with one counterparty.

• ~~allows~~Credit risk may arise through a default by one of several large institutions that ~~person~~are dependent on one another to ~~exercise,~~meet ~~directly~~their liquidity or ~~indirectly~~operational needs, ~~any~~so ~~voting~~that ~~ownership~~a ~~right~~default ~~conferred~~by ~~through~~one ~~securities~~institution ~~held~~causes a series of defaults by ~~that~~other ~~person;~~institutions. This systemic risk may materially adversely affect the financial intermediaries (such as prime brokers, clearing agencies, clearing houses, banks, securities firms and exchanges) with which the Investment Funds interact on a daily basis.

• ~~pays~~The ~~remuneration~~efficacy of investment and trading strategies depends largely on the ability to establish and maintain an overall market position in ~~any~~a ~~form~~combination of financial instruments. The Investment Funds' trading orders may not be executed in a timely and efficient manner due to ~~that~~various ~~person~~circumstances, ~~for~~including ~~services~~systems ~~rendered~~failures or ~~otherwise;~~human error. In such event, the Investment Funds might only be able to acquire some but not all of the components of the position, or if the overall positions were to need adjustment, the Investment Funds might not be able to make such adjustment. As a result, the Investment Funds may not be able to achieve the market position selected by our Investment segment and might incur a loss in liquidating their position.

• ~~allows~~The ~~that~~Investment ~~person~~Funds toassets ~~continue~~may be held in anone ~~ownership~~or more accounts maintained for the Investment Fund by its prime broker or ~~economic~~at ~~interest~~other brokers or ~~receive~~custodian banks, which may be located in various jurisdictions. The prime broker, other brokers (including those acting as sub-custodians) and custodian banks are subject to various laws and regulations in the relevant jurisdictions in the event of their insolvency. Accordingly, the practical effect of these laws and their application to the Investment Funds' assets may be subject to substantial variations, limitations and uncertainties. The insolvency of any ~~economic~~of ~~benefit;~~the prime brokers, local brokers, custodian banks or clearing corporations may result in the loss of all or a substantial portion of the Investment Funds' assets or in a significant delay in the Investment Funds having access to those assets.

• ~~fails~~The toInvestment ~~pursue~~Funds ~~all~~may ~~lawful~~invest ~~efforts~~in tosynthetic ~~require~~instruments ~~such~~with ~~unsuitable~~various ~~person~~counterparties. toIn ~~relinquish~~the event of the ~~securities~~insolvency ~~including,~~of ifany ~~necessary~~counterparty, the ~~immediate~~Investment ~~(or~~Funds' ~~within~~recourse ~~such~~will ~~other~~be ~~time~~limited ~~period~~to asthe ~~prescribed~~collateral, if any, posted by the ~~applicable~~counterparty ~~gaming~~and, ~~authorities)~~in ~~purchase~~the absence of ~~such~~collateral, ~~securities~~the ~~for~~Investment Funds will be treated as a general creditor of the ~~lesser~~counterparty. While the Investment Funds expect that returns on a synthetic financial instrument may reflect those of ~~fair~~each ~~value~~related atreference security, as a result of the ~~time~~terms of ~~repurchase~~the orsynthetic ~~fair~~financial ~~value~~instrument atand the ~~time~~assumption of ~~acquisition~~the bycredit risk of the ~~unsuitable~~counterparty, ~~holder~~a synthetic financial instrument may have a different expected return. The Investment Funds may also invest in credit default swaps.

In the event that disqualified holders fail to divest themselves of such securities, gaming authorities have the power to revoke or suspend the casino license or licenses related to the regulated entity that issued the securities. In addition, Tropicana’s certificate of incorporation provides that it may redeem its securities from an Unsuitable Person (as such term is defined in Tropicana’s certificate of incorporation). 33

~~Regulation by gaming authorities could adversely affect our Gaming segment’s operations.~~Automotive

~~Tropicana~~Federal-Mogul ishas ~~subject~~substantial ~~to extensive regulation with respect to the ownership and operation of its gaming facilities. Federal~~indebtedness, ~~state~~which ~~and~~could ~~local~~restrict ~~gaming authorities require that Tropicana and~~ its ~~subsidiaries~~business ~~hold~~activities ~~various licenses, qualifications, findings of suitability, registrations, permits~~ and ~~approvals.~~could ~~The~~subject ~~gaming~~Federal-Mogul ~~regulatory authorities have broad powers with respect~~ to ~~the~~significant ~~licensing~~interest ofrate casino operations and alcoholic beverage service and may deny, revoke, suspend, condition, or limit Tropicana’s gaming or other licenses, impose substantial fines, temporarily suspend casino operations and take other actions, any one of which could adversely affect our Gaming operationsrisk.

39Federal-Mogul is permitted by the terms of its debt instruments to incur additional indebtedness, subject to the restrictions therein. Federal-Mogul’s inability to generate sufficient cash flow to satisfy its debt obligations, or to refinance its debt obligations on commercially reasonable terms, would have a material adverse effect on our Automotive segment’s business, financial condition and results of operations. In addition, covenants in Federal-Mogul’s debt agreements could limit its ability to engage in certain transactions and pursue its business strategies, which could adversely affect its liquidity. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 10, "Debt - Automotive" of this Report for further discussion.

~~TABLE~~Federal-Mogul's OFindebtedness ~~CONTENTS~~could:

~~Tropicana~~• ~~owns,~~limit ~~operates~~Federal-Mogul’s orability has an interest in gaming facilities located in Nevada, Indiana, Mississippi, Louisiana, New Jersey and Aruba. Tropicana has obtained all material governmental licenses, qualifications, registrations, permits and approvals necessary for the operation of its gaming facilities as operations at such facilities are presently conducted (other than certain filings of suitability and approvals with respect to ~~recently~~borrow ~~hired~~money ~~employees, newly appointed directors, other key persons and persons who, as applicable, acquire in excess of certain percentages of its common stock). In Aruba, Tropicana applied~~ for aworking ~~casino license in fiscal 2010. However~~capital, ~~since~~capital ~~there was a change in directorship~~expenditures, ~~Tropicana~~debt isservice ~~required~~requirements ~~to resubmit the application after the background checks of the new directors are completed. However, there can be no assurance that Tropicana can obtain any new licenses,~~ or ~~renew~~other ~~any~~corporate ~~existing~~purposes, ~~licenses,~~guarantee qualifications, findings of suitability, registrations, permits or approvals that may be required in the future or that existing ones will not be suspended or revoked. If Tropicana relocates or expands any of its current gaming facilities or enters new jurisdictions, it must obtain all additional ~~licenses,~~debt qualifications, findings of suitability, registrations, permits and approvals of the applicable gaming authorities in such jurisdictions. If state regulatory authorities were to find an officer, director, owner or ~~other~~issue ~~person affiliated with its operations unsuitable~~redeemable, ~~Tropicana~~convertible would be required to sever its relationship with that person. Gaming authorities, as well as other state regulatory authorities, may conduct similar investigations in the future in connection with new equity and debt holders. We cannot predict the outcome of ~~these~~preferred ~~investigations or their potential impact on our Gaming segment.~~ equity;

~~Additionally,~~• ~~certain~~limit ~~manufacturers, distributors and suppliers of gaming devices, junkets, goods or services to Tropicana~~Federal-Mogul’s ~~gaming~~ability ~~facilities may be required~~ to ~~obtain~~make adistributions ~~license~~ or ~~permit~~prepay orits ~~undergo~~debt, aincur ~~suitability~~liens, ~~investigation~~enter byinto ~~the~~agreements ~~gaming~~that ~~authorities.~~restrict ~~There~~distributions ~~can~~from berestricted nosubsidiaries, ~~assurance~~sell ~~that such licenses~~ or ~~permits~~otherwise ~~will~~dispose beof ~~obtained~~assets by(including ~~such~~capital ~~vendors.~~stock ~~The failure~~ of ~~any~~subsidiaries), ~~such~~enter ~~vendors~~into totransactions ~~obtain~~with ~~any~~affiliates ~~required~~and ~~licenses~~merger, consolidate or ~~permits~~sell onsubstantially aall ~~timely~~of ~~basis~~its ~~could materially adversely affect our Gaming operations.~~ assets;

~~Tropicana’s~~• ~~operations~~require ~~are~~Federal-Mogul ~~subject~~to dedicate a substantial portion of its cash flow to ~~numerous~~payments ~~laws~~on ~~and~~indebtedness, ~~regulations~~which ~~resulting~~would ~~from~~reduce ~~its~~the ~~presence~~amount inof ~~several~~cash ~~states~~flow available to fund working capital, capital expenditures, product development and ~~diverse~~other ~~operating~~corporate ~~activities.~~requirements;

In• ~~addition~~increase toFederal-Mogul’s ~~gaming~~vulnerability ~~regulations, Tropicana is also subject~~ to ~~various federal, state and local laws and regulations affecting businesses in~~ general. ~~Tropicana~~adverse ~~operates~~economic ~~hotels, restaurants, entertainment facilities, parking garages, swimming pools, riverboats~~ and ~~other~~industry ~~facilities~~conditions; ~~connected with its core gaming business. Many of these activities are subject to state~~ and local laws and regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. For example, in July 2006, New Jersey gaming properties, including Tropicana AC, were required to temporarily close their casinos for three days as a result of a New Jersey statewide government shutdown that affected certain New Jersey state employees required to be at casinos when they are open for business that resulted in loss of revenues. Any cessation of operations as a result of a government shutdown, or similar events resulting from laws and regulations affecting businesses, could materially adversely affect our Gaming operations.

~~Potential~~• ~~changes~~limit inFederal-Mogul’s ~~legislation~~ability ~~and~~to ~~regulation~~respond ~~could~~to ~~negatively~~business ~~impact Tropicana’s gaming operations~~opportunities.

~~From~~A ~~time~~significant toportion ~~time,~~of ~~legislators~~Federal-Mogul's ~~and~~indebtedness ~~special~~accrues interest ~~groups~~at ~~propose~~variable ~~legislation~~rates. To ~~that would expand, restrict, or prevent gaming operations in~~ the ~~jurisdictions~~extent inmarket ~~which~~interest ~~Tropicana~~rates ~~operates and in neighboring jurisdictions. Further~~rise, ~~from~~the ~~time~~cost to time, individual jurisdictions have considered or enacted legislation and referenda, such as bans on smoking in casinos and other entertainment and dining facilities, which could adversely affect Tropicana and, accordingly, our Gaming segment. Any restriction on or prohibition relating to our Gaming segment, or enactment of ~~other~~Federal-Mogul's ~~adverse~~debt ~~legislation~~would ~~or regulatory changes~~increase, ~~could~~thereby ~~materially~~ adversely ~~affect~~affecting our ~~Gaming~~ Automotive operations.

~~Tropicana~~Federal-Mogul’s ~~may~~restructuring beactivities ~~subject~~and tostrategic ~~increases~~initiatives inmay ~~taxation~~affect its short-term liquidity and ~~fees~~may ~~resulting~~not ~~from~~result ~~its~~in ~~gaming~~the ~~operations~~anticipated synergies and cost savings.

~~The~~Federal-Mogul ~~casino~~is ~~gaming~~pursuing ~~industry~~a ~~represents~~number aof ~~significant~~organic ~~source~~and ofinorganic ~~tax~~growth ~~revenues~~activities, restructuring plans, and strategic initiatives to ~~the~~increase ~~various~~and ~~jurisdictions~~improve inits ~~which~~business ~~casinos~~and ~~operate~~profitability. ~~Gaming~~Federal-Mogul's ~~companies~~management ~~are~~believes ~~currently~~these ~~subject~~activities towill ~~significant~~enhance ~~federal,~~its ~~state~~long ~~and~~term ~~local~~shareholder ~~taxes~~value; ~~and~~however, ~~fees~~the ininvestment ~~addition~~ to ~~the~~effectuate ~~federal~~these ~~and~~activities ~~state~~may ~~income~~have ~~taxes~~an ~~that~~effect ~~typically~~on ~~apply~~Federal-Mogul's toshort ~~corporations,~~term liquidity and ~~such~~may ~~taxes~~create ~~and~~the ~~fees~~need ~~could~~for ~~increase~~additional borrowing which may be at ~~any~~higher ~~time.~~interest ~~From~~rates ~~time~~given toits ~~time,~~current ~~various~~level ~~state~~of ~~and~~indebtedness. In ~~federal~~addition, ~~legislators~~it ~~and~~is ~~officials~~possible ~~have~~the ~~proposed~~achievement ~~changes~~of inexpected ~~tax~~synergies ~~laws~~and orcost insavings ~~the~~associated ~~administration~~with ofFederal-Mogul’s ~~such~~restructuring ~~laws,~~activities ~~including~~will ~~increases~~require inadditional ~~tax~~costs ~~rates,~~or ~~which~~charges ~~would~~to ~~affect~~earnings ~~the~~in ~~gaming~~future ~~industry~~periods. It ~~Economic~~is ~~conditions~~also ~~could~~possible ~~intensify~~ the ~~efforts~~expected ofsynergies ~~federal,~~or ~~state~~returns ~~and~~from ~~local governments~~strategic toinitiatives ~~raise~~may ~~revenues~~not ~~through~~be ~~increases~~achieved. inAny ~~gaming~~costs ~~taxes~~or ~~and~~charges ~~fees.~~could Inadversely ~~addition~~effect on Federal-Mogul's business, ~~growing~~results ~~federal~~of operations, ~~state~~liquidity, and financial condition.

40Our Automotive segment may pursue acquisitions or other affiliations that involve inherent risks, any of which may cause it not to realize anticipated benefits, and it may have difficulty integrating the operations of any companies that may be acquired, which may adversely affect our Automotive segment’s operations.

~~TABLE~~In OFthe ~~CONTENTS~~past, our Automotive segment has grown through acquisitions and may make additional acquisitions in the future as part of its business strategy. The full benefits of these acquisitions, however, require integration of manufacturing, administrative, financial, sales, and marketing approaches and personnel. If our Automotive segment is unable to successfully integrate its acquisitions, it may not realize the benefits of the acquisitions, its financial results may be negatively affected, or additional cash may be required to integrate such operations.

orIn ~~local~~the ~~budget~~future, ~~shortfalls~~our ~~resulting~~Automotive ~~from~~segment ~~the~~may ~~recent~~not ~~recession~~be ~~could~~able ~~prompt~~to ~~tax~~successfully identify suitable acquisition or ~~fee~~affiliation ~~increases.~~opportunities ~~Any~~or ~~material~~complete ~~increase~~any inparticular ~~assessed~~acquisition, ~~taxes~~combination, affiliation or other transaction on acceptable terms. Our Automotive segment's identification of suitable acquisition candidates and affiliation opportunities and the ~~adoption~~integration of ~~additional~~acquired ~~taxes~~business oroperations ~~fees~~involve risks inherent in ~~any~~assessing the values, strengths, weaknesses, risks and profitability of ~~Tropicana~~these opportunities. Such risks include the effects on our Automotive segment's business, diversion of management’s ~~markets~~attention ~~could~~and ~~materially~~risks ~~adversely~~associated ~~affect~~with ~~our~~unanticipated ~~Gaming~~problems ~~operations.~~or unforeseen liabilities, and may require significant financial resources that would otherwise be used for the ongoing development of Automotive segment's business.

~~Tropicana’s~~The ~~riverboats~~difficulties ~~and~~of ~~dockside~~integration ~~facilities~~may ~~are~~be ~~subject~~increased toby ~~risks~~the ~~relating~~necessity toof ~~mechanical~~coordinating ~~failure~~geographically dispersed organizations, ~~weather~~integrating personnel with disparate business backgrounds and ~~regulatory~~combining ~~compliance~~different corporate cultures. These difficulties could be further increased to the extent our Automotive segment pursues acquisition or affiliation opportunities internationally. Our

All of Tropicana’s facilities are subject to the risk that operations could be halted for a temporary or extended period of time, as result of casualty, forces of nature, mechanical failure or extended or extraordinary maintenance, among other causes. In addition, Tropicana’s gaming operations, particularly those conducted on riverboats or at dockside facilities, could be damaged or halted due to extreme weather conditions. 34

~~Each~~Automotive ofsegment ~~Tropicana’s~~may ~~riverboats~~not ~~must~~be ~~comply~~effective ~~with~~in ~~U.S.~~retaining ~~Coast~~key ~~Guard~~employees ~~requirements~~or ascustomers toof ~~boat~~the ~~design,~~combined ~~on-board~~businesses. ~~facilities,~~Our ~~equipment,~~Automotive ~~personnel~~segment ~~and~~may ~~safety.~~face ~~Each~~integration ~~riverboat~~issues ~~must~~pertaining ~~hold~~to athe ~~Certificate~~internal ofcontrols ~~Inspection for stabilization~~ and ~~flotation,~~operations ~~and~~functions ~~may~~of ~~also~~the beacquired ~~subject~~companies toand ~~local~~also ~~zoning~~may ~~codes.~~not ~~The~~realize ~~U.S.~~cost ~~Coast~~efficiencies ~~Guard~~or ~~requirements~~synergies ~~establish~~that ~~standards,~~were ~~set~~anticipated ~~limits~~when onselecting the ~~operation~~acquisition ofcandidates. ~~the~~Our ~~vessels~~Automotive ~~and~~segment ~~require~~may ~~individual~~experience ~~licensing~~managerial ofor ~~all~~other ~~personnel~~conflicts ~~involved~~ with ~~the~~its ~~operation~~affiliation ~~of the vessels~~partners. Any ~~Loss~~ of athese ~~vessel’s~~items ~~Certificate~~could ofadversely ~~Inspection~~affect orour ~~American~~Automotive ~~Bureau~~segment’s results of ~~Shipping approval would preclude its use as a casino~~operations.

~~Except~~Our ~~for~~Automotive ~~Tropicana~~segment’s ~~riverboats~~failure ~~that~~to ~~have~~identify ~~opted~~suitable ~~for~~acquisition ~~alternate~~or ~~inspection~~affiliation byopportunities ~~the~~may ~~American~~restrict ~~Bureau~~its ofability ~~Shipping~~to ~~allowed~~grow inits ~~those gaming jurisdictions where Tropicana operates that provide for such alternative inspections, U~~business.S. ~~Coast~~If ~~Guard~~our ~~regulations~~Automotive ~~require~~segment ais ~~hull~~successful ~~inspection~~in ~~for~~pursuing ~~all~~future ~~riverboats~~acquisitions ator ~~five-year intervals. Under certain circumstances~~affiliations, ~~alternative~~it ~~hull inspections~~ may be ~~approved.~~required ~~The~~to ~~U.S.~~expend ~~Coast~~significant ~~Guard may require that such hull inspections be conducted at a dry-docking facility and~~funds, ifincur soadditional ~~required,~~debt ~~the cost of travel to~~ and/or ~~from~~issue ~~such~~additional ~~docking facility~~securities, aswhich ~~well~~may asmaterially ~~the~~adversely ~~time~~affect ~~required~~results ~~for inspections~~ of ~~the affected riverboats, could be significant~~operations. ToIf ~~date,~~our ~~the~~Automotive ~~U.S.~~segment ~~Coast~~spends ~~Guard~~significant ~~has~~funds ~~allowed~~or ~~in-place~~incurs ~~inspections~~additional ofdebt, ~~Tropicana’s~~its ~~riverboats.~~ability ~~The~~to ~~U.S.~~obtain ~~Coast~~financing ~~Guard~~for ~~may~~working ~~not~~capital ~~allow~~or ~~these~~other ~~types~~purposes ofcould ~~inspections~~decline inand ~~the~~it ~~future.~~may ~~The~~be ~~loss~~more ofvulnerable ato ~~riverboat~~economic ~~casino~~downturns ~~from~~and ~~service~~competitive ~~for any period of time could materially adversely affect our Gaming operations~~pressures.

~~U.S.~~Our ~~Coast~~Automotive ~~Guard~~segment ~~regulations~~depends ~~also~~on ~~require~~its ~~certain~~relationships ofwith ~~Tropicana’s~~its ~~properties~~suppliers ~~to prepare~~ and ~~follow~~a ~~certain~~disruption ~~security~~of ~~programs.~~these Inrelationships ~~the~~or ~~first quarter~~ of ~~2003, Casino Aztar implemented the American Gaming Association’s Alternative Security Program at~~ its ~~riverboat~~suppliers' ~~casino.~~operations Incould ~~January~~have ~~of 2007, Casino Aztar implemented the Passenger Vessel Association program and remains with this program to date. Belle of Baton Rouge applies~~ a ~~customized~~material ~~alternative~~adverse ~~security~~effect ~~program.~~on ~~The~~our ~~American~~Automotive ~~Gaming Association’~~segment's ~~Alternative~~business ~~Security Program is specifically designed to address maritime security requirements at riverboat casinos~~ and ~~their~~results ~~respective dockside~~of ~~facilities. Changes to these regulations could adversely affect our Gaming~~ operations.

~~Noncompliance~~Our Automotive segment's business depends on developing and maintaining productive relationships with ~~environmental~~its suppliers. Many factors outside our Automotive segment's control may harm these relationships. For example, ~~health~~financial ~~and~~difficulties ~~safety~~that ~~regulations~~some ~~applicable~~of toour ~~Tropicana’~~Automotive segment's ~~hotels~~suppliers ~~and~~may ~~casinos~~face could ~~adversely~~increase ~~affect~~the ~~Tropicana’~~cost of the products it purchases from them or might interrupt its source of supply. A disruption of our Automotive segment's supplier relationships or a disruption in our Automotive segment's suppliers' operations could have a material adverse effect on our Automotive segment's business and results of operations.

AsAdverse ~~the~~conditions ~~owner,~~in ~~operator~~the ~~and~~automotive ~~developer~~market ofadversely ~~real~~affect ~~property,~~demand ~~Tropicana must address, and may be liable~~ for, ~~hazardous~~our ~~materials~~Automotive ~~or contamination of these sites and any other off-site locations at which any hazardous material that its activities generate are disposed. Tropicana’~~segment's ~~ongoing~~products ~~operations are subject to stringent regulations relating to the protection of the environment~~ and ~~handling~~expose ofit ~~waste, particularly with respect~~ to ~~the~~credit ~~management~~risks of ~~wastewater from~~ its ~~facilities~~customers. Any failure to comply with existing laws or regulations, the adoption of new laws or regulations with additional or more rigorous compliance standards, or the more vigorous enforcement of environmental laws or regulations could limit Tropicana’s future opportunities and, accordingly, could materially adversely affect our Gaming operations.

~~Allegations~~Our ofAutomotive ~~food~~segment's revenues are closely tied to global OE automobile sales, production levels and independent aftermarket parts replacement activity. The OE market is characterized by short-~~related~~term ~~illnesses~~volatility, ~~could~~with ~~negatively~~overall expected long-term growth in global vehicle sales and production. Automotive production in the local markets served by our Automotive segment can be affected by macro-economic factors such as interest rates, fuel prices, consumer confidence, employment trends, regulatory and legislative oversight requirements and trade agreements. A variation in the level of automobile production would affect ~~Tropicana’s~~not ~~results~~only sales to OE customers but, depending on the reasons for the change, could impact demand from aftermarket customers. In addition, aftermarket demand is affected by various factors, including the size and composition of the vehicle population and vehicle usage. Our Automotive operations could be adversely affected if they fail to respond in a timely and appropriate manner to changes in the demand for their products or if they are not able to timely identify or address financial distress of their aftermarket customers.

AsAccounts anreceivable ~~operator~~potentially ofsubject ~~hotels~~our ~~and~~Automotive ~~restaurants,~~segment ~~Tropicana~~to isconcentrations ~~sometimes the subject~~ of ~~complaints~~credit orrisk. ~~litigation~~In ~~from consumers alleging food-related illness~~particular, ~~injury or other food quality, health or operational concerns. Food~~Federal-~~related~~Mogul's ~~illnesses~~customer ~~may~~base beincludes ~~caused~~virtually byevery asignificant ~~variety~~global ofautomotive ~~food-borne pathogens~~manufacturer, ~~such~~numerous asTier ~~e-coli~~1 orautomotive ~~salmonella,~~suppliers and ~~from~~ a ~~variety~~large number of ~~illnesses~~distributors ~~transmitted~~and byinstallers ~~restaurant~~of ~~workers,~~automotive ~~such~~aftermarket ~~as hepatitis~~parts. ~~Tropicana~~Consolidation ~~cannot~~in ~~control all of~~ the ~~potential~~automotive ~~sources~~aftermarket ofmay ~~illness~~lead ~~that~~to ~~can~~financial bedistress ~~transmitted~~for ~~from~~financially ~~food~~weaker orcustomers ~~its~~of ~~water~~our ~~supply.~~Automotive Ifsegment's ~~any~~operations ~~person becomes ill~~which, orcoupled ~~alleges~~with ~~becoming~~payment ~~ill,~~terms asthat aare ~~result~~typically oflonger ~~eating~~than ~~Tropicana’s~~in ~~food,~~the ~~Tropicana~~OE ~~may be liable for damages~~market, be ~~subject~~could tohave ~~governmental~~a ~~regulatory~~negative ~~action,~~effect beon ~~forced~~Automotive tosegment's ~~shut~~financial ~~down one or more of its restaurants or properties,~~ results.

41Consolidation and market power of our Automotive segment's independent aftermarket customers could negatively affect its financial performance.

~~TABLE~~Our OFAutomotive ~~CONTENTS~~segment's independent aftermarket customers are continuing to consolidate and gain purchasing power and the ability to demand extended payment terms and other pricing concessions. If these trends continue the financial results of our Automotive segment's aftermarket business could be negatively affected.

~~and/or~~Federal-Mogul's ~~receive~~operations ~~adverse~~in ~~publicity,~~foreign ~~regardless~~countries ofexposes ~~whether~~our ~~the~~Automotive ~~allegations~~segment ~~are~~to ~~valid~~risks orrelated ~~whether~~to ~~Tropicana~~economic isand ~~liable~~political conditions, ~~all~~currency offluctuations ~~which~~and ~~could~~import/export ~~materially adversely affect our Gaming operations~~restrictions.

~~The~~Federal-Mogul ~~concentration~~has manufacturing and ~~evolution~~distribution offacilities ~~the~~in ~~slot~~many ~~machine~~countries. ~~manufacturing~~International ~~industry~~operations ~~could~~are ~~impose~~subject ~~additional~~to ~~costs~~certain onrisks ~~Tropicana’s operations.~~including:

A• ~~majority~~exposure ~~of Tropicana’s gaming revenue is attributable~~ to ~~slot~~local ~~machines~~economic operated at its gaming facilities. It is important, for competitive reasons that Tropicana offer popular and technologically advanced slot machine games to its customers. A substantial majority of the slot machines sold in the United States in recent years were manufactured by a limited number of companies. A deterioration in the commercial arrangements with any of these slot machine manufacturers, or significant industry demand, could result in Tropicana being unable to acquire the slot machines desired by its customers or could result in manufacturers significantly increasing the cost of these machines. Going forward, the inability to obtain new and up-to-date slot machine games could impair Tropicana’s competitive position and result in decreased gaming revenues at its casinos. In addition, increases in the costs associated with acquiring slot machine games could adversely Tropicana’s profitability and, accordingly, have a material adverse effect on our Gaming segment. conditions;

In• ~~recent~~exposure ~~years, the prices of new slot machines have risen more rapidly than the domestic rate of inflation. Furthermore, in recent years, slot machine manufacturers have frequently refused~~ to ~~sell~~local ~~slot~~political ~~machines~~conditions featuring the most popular games, instead requiring gaming operators to execute participation lease arrangements for them to be able to offer such machines to patrons. Participation slot machine leasing arrangements typically require the payment of a fixed daily rental fee. Such agreements may (~~depending~~including ~~on regulatory restrictions in~~ the ~~applicable~~risk ~~jurisdiction) also include a percentage payment to the manufacturer based on the usage~~ of ~~the machine~~seizure or the gaming company’s receipts from the machine, sometimes referred to as “coin-in” or “net win” percentage payments. Generally, a slot machine participation lease is more expensive over the long term than the cost of ~~purchasing~~assets aby ~~new~~foreign ~~slot machine. Tropicana has slot machine participation leases at each of its properties.~~ governments);

~~For~~• ~~competitive~~currency ~~reasons,~~exchange ~~Tropicana~~rate ~~may~~fluctuations ~~be forced to purchase new~~(including, ~~more~~but contemporary slot machines, or enter into participation lease arrangements that are more expensive than the costs currently associated with the continued operation of existing slot machines. If the newer slot machines do not ~~result~~limited ~~in sufficient incremental revenues~~ to, ~~offset~~material ~~the~~exchange ~~increased~~rate ~~investment and participation lease costs~~fluctuations, itsuch ~~could~~as ~~materially~~devaluations) ~~adversely~~and ~~affect~~currency ~~our Gaming operations.~~ controls;

~~Tropicana~~• ~~may~~export ~~not~~and ~~have~~import ~~or be able to obtain sufficient insurance coverage to replace or cover the full value of losses it may suffer.~~restrictions;

Tropicana’s casino properties may be subject to extreme weather conditions, including, but not limited to, hurricanes. In the future, such extreme weather conditions may interrupt its operations, damage its properties and reduce the number of customers who visit its facilities. Although Tropicana maintains both property and business interruption insurance coverage for certain extreme weather conditions, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption. We cannot assure you that Tropicana will be able to fully insure such losses or fully collect, if at all, on claims resulting from such extreme weather conditions. Furthermore, such extreme weather conditions may interrupt or impede access to Tropicana’s affected properties and may cause visits to its affected properties to decrease for an indefinite period. 35

~~While~~• ~~Tropicana~~restrictions ~~maintains~~on ~~insurance~~ability ~~against many risks~~ to ~~the~~repatriate ~~extent~~foreign and in amounts that it believes are reasonable, these policies will not cover all risks. Furthermore, portions of Tropicana’s businesses are difficult or impracticable to insure. Therefore, after carefully weighing the costs, risks and benefits of retaining versus insuring various risks, as well as the availability of certain types of insurance coverage, Tropicana occasionally may opt to retain certain risks not covered by its insurance policies. Retained risks are associated with deductible limits or self-insured retentions, partial self-insurance programs and insurance policy coverage ceilings. earnings;

42• labor unrest; and

~~TABLE~~• OFcompliance ~~CONTENTS~~with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting inappropriate payments.

~~Tropicana~~The ~~carries~~likelihood ~~certain insurance policies that, in the event~~ of ~~certain~~such ~~substantial~~occurrences ~~losses,~~and ~~may~~their ~~not~~potential beeffect ~~sufficient~~on toour ~~pay~~Federal-Mogul ~~the~~are ~~full~~unpredictable ~~current~~and ~~market~~vary value or current replacement cost of damaged property. As a result, if a significant event were to occur that is not fully covered by its insurance policies, Tropicana may lose all, or a portion of, its capital invested in a property, as well as the anticipated future revenue from ~~such~~country ~~property. There can be no assurance that Tropicana will not face uninsured losses pertaining~~ to ~~the risks it has retained~~country. ~~Consequently, uninsured losses may negatively affect our Gaming operations.~~

~~Tropicana~~Certain ~~may~~of ~~not~~Federal-Mogul's beoperating ~~able~~entities report their financial condition and results of operations in currencies other than the U.S. dollar (including, but not limited to ~~obtain~~Brazilian ~~sufficient~~real, ~~insurance~~British ~~coverage~~pound, ~~and~~Chinese ~~cannot~~yuan ~~predict~~renminbi, ~~whether~~Czech itcrown, ~~may~~euro, ~~encounter~~Indian ~~difficulty~~rupee, inMexican ~~collecting~~peso, onPolish ~~any~~zloty, ~~insurance~~Russian ~~claims~~ruble, itSouth ~~may~~Korean ~~submit~~won and Swedish krona). In reporting its consolidated statements of operations, ~~including~~Federal-Mogul ~~claims~~translates ~~for~~the ~~business~~reported ~~interruption~~results of these entities into U.S. dollars at the applicable exchange rates. As a result, fluctuations in the dollar against foreign currencies will affect the value at which the results of these entities are included within Federal-Mogul's consolidated results.

~~Our~~Federal-Mogul ~~Gaming~~is ~~segment~~exposed ~~could~~to bea ~~materially~~risk ~~adversely~~of ~~affected~~gain byor ~~the~~loss ~~occurrence~~from ofchanges ~~accidents,~~in ~~natural~~foreign ~~disasters~~exchange rates whenever Federal-Mogul, ~~such~~or asone ~~hurricanes~~of its foreign subsidiaries, enters into a purchase or sales agreement in a currency other ~~catastrophic~~than ~~events,~~its ~~including~~functional ~~war~~currency. While Federal-Mogul reduces such exposure by matching most revenues and ~~terrorism~~costs within the same currency, changes in exchange rates could affect our Automotive operations.

~~Natural~~Federal-Mogul ~~disasters,~~is ~~such~~subject ~~as hurricanes, floods, fires and earthquakes, could adversely affect our Gaming operations. Hurricanes are common~~ to ~~the~~possible ~~areas~~insolvency ~~in which Tropicana’s Louisiana and Mississippi properties are located and the severity~~ of ~~such~~financial ~~natural disasters is unpredictable~~counterparties. In 2005, Hurricanes Katrina and Rita caused significant damage in the Gulf Coast region. We cannot predict the impact that any future natural disasters will have on Tropicana’s ability to maintain its customer base or to sustain its business activities.

~~Moreover,~~Federal-Mogul ~~Tropicana’s~~engages ~~riverboats~~in ~~will~~numerous ~~face~~financial ~~additional~~transactions ~~risks~~and ~~from~~contracts ~~the~~including ~~movement~~insurance ofpolicies, ~~vessels~~letters onof ~~waterways~~credit, ~~such~~credit asline ~~collisions~~agreements, ~~with~~financial ~~other~~derivatives, ~~vessels~~and orinvestment ~~damage~~management ~~from~~agreements ~~debris~~involving invarious ~~the water~~counterparties. ~~Reduced~~Federal-Mogul ~~patronage~~is ~~and~~subject to the ~~loss~~risk ofthat aone ~~dockside~~ or ~~riverboat~~more ~~casino~~of ~~from~~these ~~service~~counterparties ~~for~~may ~~any~~become ~~period~~insolvent ofand ~~time~~therefore ~~could~~be ~~materially~~unable ~~adversely~~to ~~affect~~discharge ~~our~~its ~~Gaming~~obligations ~~operations.~~under such contracts.

Catastrophic events such as terrorist and war activities in the United States and elsewhere have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions), and tourism. In addition, any manFederal-~~made~~Mogul orconducts ~~natural disasters in or around Tropicana’s properties could have a materially adverse effect on our Gaming~~ operations. Wethrough ~~cannot~~joint ~~predict~~ventures ~~the extent to~~ which ~~such~~may ~~events~~contain ~~may~~various ~~affect~~contractual ~~Tropicana~~restrictions and, ~~accordingly,~~require ~~our~~approval ~~Gaming~~for ~~segment,~~certain ~~directly~~actions orby ~~indirectly,~~its injoint ~~the~~venture ~~future~~partners. ~~We also cannot ensure that Tropicana will be able to obtain any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts.~~

InCertain of Federal-Mogul's operations, including in BRIC growth markets, are conducted through joint ventures and strategic alliances. With respect to these joint ventures, Federal-Mogul may share ownership and management responsibilities with one or more partners that may not share the ~~future~~same goals and objectives. Operating a joint venture requires Federal-Mogul to operate the business pursuant to the terms of the agreement that was entered into with its joint venture partners, as well as to share information and decision making. Additional risks associated with joint ventures include one or more partners failing to satisfy contractual obligations, conflicts arising between the ~~prolonged~~joint ~~disruption~~venture atpartners, a change in the ownership of any of ~~Tropicana’s~~the ~~properties~~joint ~~due~~venture partners and limited ability to ~~natural~~control ~~disasters~~compliance with applicable rules and regulations, ~~terrorist~~including ~~attacks~~the Foreign Corrupt Practices Act and related rules and regulations. Additionally, orFederal-Mogul's ability to sell its interest in a joint venture may be subject to contractual and other ~~catastrophic~~limitations. ~~events~~Accordingly, ~~could~~any ~~materially~~such occurrences could adversely affect our ~~Gaming~~Automotive ~~operations.~~segment's financial condition, operating results and cash flows.

~~Leisure~~The ~~and~~automotive ~~business~~industry ~~travel,~~is ~~especially~~highly ~~travel~~competitive ~~by air, are particularly susceptible to global geopolitical events, such as terrorist attacks or acts of war or hostility. These events can create economic~~ and ~~political~~our ~~uncertainties~~Automotive ~~that could adversely impact Tropicana’~~segment's ~~business~~success ~~levels.~~depends ~~Furthermore,~~upon ~~although~~its ~~Tropicana~~ability ~~may~~to ~~have~~compete ~~some~~effectively ~~insurance~~in ~~coverage~~the ~~for certain types of terrorist acts, insurance coverage against loss or business interruption resulting from war and some forms of terrorism may be unavailable~~market.

~~Energy~~Our Automotive segment operates in an extremely competitive industry, driven by global vehicle production volumes and part replacement trends. Business is typically awarded to the supplier offering the most favorable combination of cost, quality, technology and service. In addition, customers continue to require periodic price ~~increases~~reductions ~~may~~that ~~adversely~~require ~~affect~~our Automotive segment to continually assess, redefine and improve its operations, products and manufacturing capabilities to maintain and improve profitability. In addition, our ~~Gaming~~Automotive segment's ~~due~~competitors' efforts to ~~the~~increase ~~significant~~their ~~amounts~~market ofshare ~~energy~~could ~~used~~exert additional downward pressure on product pricing and margins. There can be no assurance that our Automotive segment will be able to compete effectively in ~~Tropicana’s~~the ~~operations~~automotive market.

~~Tropicana’~~Federal-Mogul's ~~casino~~pension ~~properties~~obligations ~~use significant amounts of electricity, natural gas~~ and other ~~forms~~post-employment ofbenefits ~~energy.~~could ~~Substantial~~adversely ~~increases in energy and fuel prices may negatively~~ affect ~~Tropicana’s~~its ~~financial~~operating ~~condition~~margins and ~~results~~cash ~~of operations in the future and, accordingly, our Gaming segment~~flows. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, but the impact could be material. In addition, energy and gasoline price increases in cities that constitute a significant source of customers for Tropicana’s properties could result in a decline in disposable income of potential customers and a corresponding decrease in visitation and spending at Tropicana’s properties, which would negatively impact our Gaming segment’s revenues. Further, increases in fuel prices, and resulting increases in transportation costs, could materially adversely affect our Gaming operations.

43The automotive industry, like other industries, continues to be affected by the rising cost of providing pension and other post-employment benefits. In addition, Federal-Mogul sponsors certain defined benefit plans worldwide that are underfunded and will require cash payments. If the performance of the assets in the pension plans does not meet our expectations, or other actuarial assumptions are modified, Federal-Mogul's required contributions may be higher than it expects.

~~TABLE OF CONTENTS~~36

~~Railcar~~Certain disruptions in supply of and changes in the competitive environment for raw materials could adversely affect Federal-Mogul's operating margins and cash flows.

~~The~~Federal-Mogul ~~highly~~purchases ~~cyclical~~a ~~nature~~broad range of materials, components and finished parts. Federal-Mogul also uses a significant amount of energy, both electricity and natural gas, in the ~~railcar~~production ~~industry~~of its products. A significant disruption in the supply of these materials, supplies and ~~restricted~~energy ~~credit~~or the failure of a supplier with whom Federal-Mogul has established a single source supply relationship could decrease production and shipping levels, materially increase operating costs and materially adversely affect profit margins. Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages or other interruptions to or difficulties in the employment of labor or transportation in the markets ~~may~~where Federal-Mogul purchases material, components and supplies for the production of products or where the products are produced, distributed or sold, whether as a result of labor strife, war, further acts of terrorism or otherwise, in ~~lower~~each ~~revenues~~case ~~during~~may ~~economic~~adversely ~~downturns~~affect profitability.

~~The~~In ~~North~~recent ~~American~~periods ~~railcar~~there ~~market~~have ~~has~~ been, ~~and~~significant ~~ARI~~fluctuations ~~expects~~in itthe toprices ~~continue~~of toaluminum, becopper, ~~highly~~lead, ~~cyclical.~~nickel, ~~The~~platinum, ~~recent~~resins, ~~worldwide~~steel, ~~financial~~other ~~turmoil~~base metals and ~~associated~~energy ~~economic~~that ~~downturn~~have ~~has~~had ~~adversely~~and ~~affected~~may ~~the~~continue ~~overall~~to ~~railcar~~have ~~industry~~an asunfavorable ~~well~~effect ason ~~sales~~Federal-Mogul's ofbusiness. ~~ARI’s~~Any ~~railcars~~continued ~~and~~fluctuations ~~other~~in ~~products~~the ~~and~~price ~~caused~~or itavailability toof ~~slow~~energy ~~its~~and ~~production~~materials ~~rates~~may ~~significantly~~have inan ~~fiscal~~adverse ~~2010~~effect on our Automotive operations. ~~For~~To ~~example,~~address ~~over~~increased ~~approximately~~costs ~~the~~associated ~~past~~with ~~three~~these ~~and~~market forces, a ~~half~~number ~~years~~of Federal-Mogul's suppliers have implemented surcharges on existing fixed price contracts. Without the surcharge, ~~ARI~~some ~~has~~suppliers ~~experienced~~claim athey ~~decrease~~will inbe ~~demand~~unable ~~and~~to anprovide ~~increase~~adequate insupply. ~~pricing~~Competitive and marketing pressures inmay ~~its~~limit ~~railcar~~Federal-Mogul's ~~markets,~~ability ~~and~~to ~~over~~pass some of the ~~past~~supply ~~four~~and ~~years~~material cost increases onto its ~~new~~customers ~~railcar~~and ~~orders~~may ~~have~~prevent ~~fluctuated~~Federal-Mogul from ~~approximately~~doing ~~2,510~~so in ~~fiscal~~the ~~2007~~future. Furthermore, toFederal-Mogul's ~~approximately~~customers ~~280~~are ~~in fiscal~~generally ~~2008,~~not ~~none~~obligated into ~~fiscal~~accept ~~2009,~~price ~~and~~increases ~~approximately~~that ~~2,590~~Federal-Mogul inmay ~~fiscal~~desire ~~2010~~to pass along to them. ~~ARI~~This ~~estimates~~inability ~~that~~to ~~100%~~pass ofon ~~its~~price ~~December~~increases ~~31,~~to ~~2010~~customers ~~backlog~~when ~~will~~material beprices ~~converted~~increase rapidly or to ~~revenues~~significantly ~~during~~higher ~~fiscal~~than ~~2011.~~historic ~~The~~levels ~~inability~~could ofadversely ~~ARI~~affect toits ~~obtain~~operating ~~new~~margins ~~orders~~and ~~could~~cash ~~have~~flow, apossibly ~~material~~resulting ~~adverse~~in ~~effect~~lower onoperating ~~our~~income ~~Railcar~~and ~~operations~~profitability.

~~Most of the end users of ARI’~~Federal-Mogul's ~~railcars~~hedging ~~acquire~~activities ~~them~~to ~~through~~address ~~leasing~~commodity ~~arrangements~~price ~~with~~fluctuations ~~its~~may ~~leasing~~not ~~company~~be ~~customers.~~successful ~~The current economic environment and restricted credit markets have resulted~~ in ~~stricter~~offsetting ~~borrowing~~future ~~conditions~~increases ~~and,~~ in ~~some~~those ~~cases,~~costs ~~higher interest rates for new borrowings, either of which could increase the cost of,~~ or potentially deter, new leasing arrangements. These factors have caused and continue to cause ARI’s leasing company customers to purchase fewer railcars. In addition, the slow-down of the United States economy has reduced and may ~~continue to~~ reduce ~~requirements~~or ~~for~~eliminate the ~~transport~~benefits of ~~products~~any ~~carried~~decreases ~~by the railcars ARI manufactures. These factors have resulted and may continue to result~~ in ~~decreased~~those ~~demand and increased pricing pressures on the sales of railcars~~costs. Sales of other of ARI’s industrial products also have been and may continue to be adversely affected by the slowdown in industrial output. All of these factors could have a material adverse effect on our Railcar operations.

~~ARI~~In ~~operates~~order to mitigate short-term variation in operating results due to the aforementioned commodity price fluctuations, Federal-Mogul hedges a ~~highly~~portion ~~competitive~~of ~~industry~~near-term exposure to certain raw materials used in production processes, primarily natural gas, copper, nickel, tin, zinc, high-grade aluminum and ~~may~~aluminum bealloy. ~~unable~~The toresults ~~compete~~of ~~successfully~~Federal-Mogul's hedging practice could be positive, ~~which~~neutral ~~would~~or ~~materially~~negative ~~adversely~~in ~~affect~~any ~~our~~period ~~Railcar~~depending ~~operations~~on price changes in the hedged exposures.

~~ARI~~Federal-Mogul's ~~faces~~hedging ~~intense~~activities ~~competition~~are innot ~~all~~designed ofto ~~its~~mitigate ~~markets.~~long-term Incommodity ~~its~~price ~~railcar~~fluctuations ~~manufacturing~~and, ~~business~~therefore, ~~ARI~~will ~~has~~not ~~four~~protect ~~primary competitors. Any of these competitors may,~~ from ~~time~~long-term tocommodity ~~time,~~price ~~have greater resources than ARI does~~increases. ~~ARI’~~Federal-Mogul's ~~current~~future ~~competitors~~hedging ~~may~~positions ~~increase their participation, or new competitors~~ may ~~enter~~not ~~into,~~correlate ~~the~~to ~~railcar~~actual ~~markets~~energy inor ~~which~~raw itmaterials ~~competes. Strong competition within the industry~~costs, which ~~has~~would ~~been~~cause ~~exacerbated~~acceleration byin the ~~recent~~recognition ~~economic~~of ~~downturn,~~unrealized ~~has~~gains ~~led to pricing pressures~~ and ~~could~~losses ~~limit ARI’s ability to maintain or increase prices or obtain better margins~~ on ~~its~~hedging ~~railcars.~~positions ~~These~~in ~~pressures~~operating ~~may intensify if consolidation among ARI’s competitors occurs~~results. ~~If ARI produces any types of railcars other than what it currently produces, ARI will be competing with other manufacturers that may have more experience with that railcar type.~~

~~New~~Our ~~competitors,~~Automotive orsegment ~~alliances~~is ~~among~~subject ~~existing~~to ~~competitors,~~a ~~may~~variety ~~emerge~~of inenvironmental, ~~the~~health ~~railcar~~and ~~components~~safety ~~industry~~laws and ~~rapidly~~regulations ~~gain~~and ~~market~~the ~~share.~~cost ~~ARI~~of ~~competes~~complying, ~~with~~or ~~numerous~~our ~~companies~~Automotive insegment's ~~its~~failure ~~railcar~~to ~~fleet management and railcar repair services businesses~~comply, ~~ranging~~with ~~from~~such ~~companies~~requirements ~~with~~may ~~greater~~have ~~resources~~a ~~than~~material itadverse ~~has~~effect toon ~~small,~~our ~~local~~Automotive ~~companies~~operations.

~~Technological~~Our ~~innovation~~Automotive bysegment ~~any~~is ofsubject ~~its~~to ~~existing~~a ~~competitors~~variety of federal, orstate ~~new~~and ~~competitors~~local ~~entering~~environmental ~~any~~laws and regulations relating to the release or discharge of materials into the ~~markets~~environment, inthe ~~which~~management, ~~ARI~~use, ~~does~~processing, ~~business~~handling, ~~could~~storage, ~~put~~transport itor atdisposal aof ~~competitive~~hazardous ~~disadvantage~~waste ~~and~~materials, ~~could~~or ~~cause~~otherwise itrelating to ~~lose~~the ~~market~~protection ~~share~~of public and employee health, safety and the environment. ~~Increased~~These ~~competition~~laws and regulations expose our Automotive segment to liability for the ~~sales~~environmental condition of its ~~railcars~~current facilities, and also may expose it to liability for the conduct of others or for its ~~fleet~~actions ~~management~~that ~~and~~were ~~repair~~in ~~services~~compliance with all applicable laws at the time these actions were taken. These laws and ~~its~~regulations ~~railcar~~also ~~components~~may ~~could~~expose ~~result~~our Automotive segment to liability for claims of personal injury or property damage related to alleged exposure to hazardous or toxic materials in ~~price~~foreign ~~reductions,~~countries. ~~reduced~~Despite ~~margins~~our Automotive segment's intention to be in compliance with all such laws and ~~loss~~regulations, we cannot guarantee that it will at all times be in compliance with all such requirements. The cost of ~~market~~complying ~~share~~with these requirements may also increase substantially in future years. If our Automotive segment violates or fails to comply with these requirements, ~~which~~it could ~~materially~~be ~~adversely~~fined ~~affect~~or ~~its~~otherwise ~~prospects~~sanctioned by regulators. These requirements are complex, change frequently and ~~our~~may ~~Railcar~~become ~~operations.~~more stringent over time, which could have a material adverse effect on its business.

~~ARI~~Our ~~depends~~Automotive ~~upon~~segment's afailure ~~small~~to ~~number~~maintain ofand ~~customers~~comply with environmental permits that ~~represents~~it is required to maintain could result in fines or penalties or other sanctions and have a ~~large~~material ~~percentage~~adverse ofeffect on its ~~revenues~~operations or results. ~~The~~Future ~~loss~~events, such as new environmental regulations or changes in or modified interpretations of ~~any~~existing ~~single~~laws ~~significant~~and ~~customer~~regulations or enforcement policies, anewly ~~reduction~~discovered ininformation ~~sales~~or tofurther ~~any~~investigation ~~such~~or ~~significant~~evaluation ~~customer~~of the potential health hazards of products or ~~any~~business ~~such~~activities, ~~significant~~may ~~customer’s~~give ~~inability~~rise to ~~pay~~additional ~~ARI~~compliance inand aother ~~timely~~costs ~~manner~~that could have a material adverse effect on our ~~Railcar~~Automotive operations.

~~Railcars~~New ~~are~~regulations ~~typically~~related ~~sold pursuant~~ to ~~large,~~“conflict ~~periodic~~minerals” ~~orders~~may ~~and~~force ~~therefore,~~us ato ~~limited~~incur ~~number~~additional ofexpenses ~~customers~~and ~~typically~~may ~~represent~~make aour ~~significant~~Automotive ~~percentage of railcar sales in any given year. ARI’~~segment's ~~top~~supply ~~ten~~chain ~~customers~~more ~~represented approximately 76~~complex.~~2%,~~ ~~89.0%~~In ~~and~~August ~~90.7%~~2012 ofthe ~~its~~SEC ~~total~~adopted ~~consolidated~~annual ~~revenues~~disclosure ~~in fiscal 2010, fiscal 2009~~ and ~~fiscal~~reporting ~~2008,~~requirements ~~respectively. Moreover, ARI’s top three customers accounted~~ for ~~approximately~~those ~~58.2%,~~

4437

~~TABLE~~companies OFwho ~~CONTENTS~~use certain minerals known as “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries in their products. These new requirements required due diligence efforts in 2013, with initial disclosure requirements beginning in 2014. There will be significant costs associated with complying with these disclosure requirements, including for diligence to determine the sources of conflict minerals used in our Automotive segment's products and other potential changes to products, processes or sources of supply as a consequence of such verification activities.

~~84.4%~~A ~~and 82.0% of its total consolidated revenues in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The loss of any~~ significant ~~portion~~labor ofdispute ~~its~~involving ~~sales~~Federal-Mogul toor ~~any~~one ~~major customer, the loss of a single major customer~~ or amore ~~material adverse change in the financial condition~~ of ~~any one of~~ its ~~major~~ customers ~~could~~or ~~have~~suppliers aor ~~material~~that ~~adverse~~could ~~effect~~otherwise onaffect our ~~Railcar~~ operations. Ifcould ~~one~~adversely ofaffect ~~ARI~~Federal-Mogul’s ~~significant customers was unable to pay due to~~ financial ~~conditions, it could materially adversely affect our Railcar operations~~performance.

~~The~~A ~~cost~~substantial number of ~~raw~~Federal-Mogul’s ~~materials~~employees and ~~components~~the employees of its largest customers and suppliers are members of industrial trade unions and are employed under the terms of various labor agreements. Most of Federal-Mogul's unionized manufacturing facilities have their own contracts with their own expiration dates. There can be no assurances that ~~ARI~~future ~~uses~~negotiations with the unions will be resolved favorably or that Federal-Mogul will not experience a work stoppage or disruption that could adversely affect its financial condition, operating results and cash flows. A labor dispute involving Federal-Mogul, any of its customers or suppliers or any other suppliers to ~~manufacture~~Federal-Mogul’s ~~railcars~~customers or that otherwise affects Federal-Mogul’s operations, ~~particularly~~or ~~steel~~the inability by it, ~~are~~any ~~subject~~of its customers or suppliers or any other suppliers to ~~escalation~~its ~~and~~customers ~~surcharges~~to ~~and~~negotiate, upon the expiration of a labor agreement, an extension of such agreement or a new agreement on satisfactory terms could ~~increase~~adversely affect Federal-Mogul’s financial condition, operating results and cash flows. ~~Any~~In ~~increase~~addition, inif ~~these~~any ~~costs~~of Federal-Mogul’s significant customers experience a material work stoppage, the customer may halt or ~~delivery~~limit ~~delays~~the purchase of ~~these~~its ~~raw~~products. ~~materials~~This ~~may~~could ~~materially~~require Federal-Mogul to shut down or significantly reduce production at facilities relating to such products, which could adversely affect ~~our~~Federal-Mogul’s ~~Railcar~~business ~~operations~~and harm its profitability.

~~The~~Our ~~cost~~Automotive ofsegment ~~raw~~is ~~materials,~~involved ~~including~~from ~~steel,~~time ~~and~~to ~~components,~~time ~~including scrap metal, used~~ in ~~the~~legal ~~production~~proceedings of ARI’s railcars, represents more than half of its direct manufacturing costs per railcar. ARI has provisions in certain of its current railcar manufacturing sales orders that allow it to pass on to its customers price fluctuations in and ~~surcharges~~commercial ~~related~~or tocontractual ~~certain raw materials~~disputes, ~~including steel, as well as certain components. The number of customers to~~ which ~~ARI is not able to pass on price increases may increase in the future, and any such increase~~ could adversely affect the operating margins and cash flows of our Railcar operations. Any fluctuations in the price or availability of steel, or any other material or component used in the production of ARI’s railcars, may have aan ~~material~~ adverse effect on ~~our Railcar operations. Such price increases could reduce demand for ARI’s railcars. If ARI is not able to buy raw materials at fixed prices, or pass on price increases to~~ its ~~customers,~~profitability ~~ARI~~and ~~may~~consolidated ~~lose~~financial ~~railcar orders or enter into contracts with less favorable contract terms, any of which could have a material adverse effect on our Railcar operations~~position.

IfOur ~~any~~Automotive ofsegment ~~ARI’s~~is ~~raw~~involved ~~material~~in legal proceedings and commercial or ~~component~~contractual ~~suppliers~~disputes ~~were~~that, ~~unable~~from time to ~~continue~~time, ~~their~~are ~~businesses,~~significant. ~~the~~These ~~availability~~are ortypically ~~price~~claims ofthat arise in the ~~materials~~normal ~~ARI~~course ~~uses~~of ~~could~~business beincluding, ~~adversely~~without ~~affected.~~limitation, ~~Deliveries~~commercial ofor ~~ARI’s~~contractual ~~raw~~disputes, ~~materials~~including ~~and~~disputes ~~components~~with ~~may~~suppliers, ~~also~~intellectual ~~fluctuate~~property ~~depending~~matters, onpersonal ~~various~~injury ~~factors~~claims, ~~including~~environmental ~~supply~~issues, tax matters and ~~demand~~employment ~~for~~matters. ~~the~~No ~~raw~~assurances ~~material~~can orbe ~~component,~~given orthat ~~governmental~~such ~~regulation~~proceedings ~~relating~~and toclaims ~~the~~will ~~raw~~not ~~material~~have ora ~~component,~~material ~~including~~adverse ~~regulation~~effect ~~relating~~on toour ~~importation.~~Automotive operations.

~~Fluctuations~~If inFederal-Mogul ~~the~~is ~~supply~~unable ofto ~~components~~protect ~~and~~its ~~raw~~intellectual ~~materials~~property ~~ARI~~and ~~uses~~prevent inits ~~manufacturing~~improper ~~railcars,~~use ~~which~~by ~~are~~third ~~often only available from a limited number of suppliers~~parties, ~~could~~its ~~cause~~ability ~~production~~to ~~delays~~compete ~~or reductions~~ in the ~~number~~market ofmay ~~railcars~~be ~~it manufactures, which could materially adversely affect our Railcar operations~~harmed.

~~ARI’s~~Various ~~railcar manufacturing business depends on the adequate supply of numerous railcar components~~patent, ~~such as railcar wheels~~copyright, ~~axles,~~trade ~~brakes,~~secret ~~bearings, yokes, sideframes, bolsters~~ and ~~other~~trademark ~~heavy~~laws ~~castings.~~afford ~~Some of these components are~~ only ~~available from a~~ limited ~~number~~protection of domestic suppliers. Strong demand can cause industry-wide shortages of many critical components as reliable suppliers could reach capacity production levels. Supply constraints in its industry are exacerbated because, although multiple suppliers may produce certain components, railcar manufacturing regulations and ~~the physical capabilities of manufacturing facilities restrict the types and sizes of components and raw materials that manufacturers~~ may ~~use. In addition, ARI does~~ not ~~carry~~prevent ~~significant inventories of certain components and procures many of its components on an as~~Federal-~~needed~~Mogul's ~~basis.~~competitors Infrom ~~the~~duplicating ~~event that~~ its ~~suppliers~~products ofor ~~railcar~~gaining ~~components~~access ~~and raw materials were~~ to ~~stop~~its orproprietary ~~reduce~~information ~~the production of railcar components~~ and ~~raw~~technology. ~~materials~~These ~~that~~means italso ~~uses,~~may ornot ~~refuse~~permit toFederal-Mogul ~~do business with ARI for any reason, ARI’s business would be disrupted. ARI’s inability~~ to ~~obtain~~gain ~~components and raw materials in required quantities~~ or ofmaintain ~~acceptable~~a ~~quality~~competitive ~~could result in significant delays or reductions in railcar shipments and could materially adversely affect its operating results~~advantage.

IfAny ~~any~~ of ~~ARI’~~Federal-Mogul's ~~significant~~patents ~~suppliers~~may ofbe ~~railcar~~challenged, ~~components~~invalidated, ~~were~~circumvented toor ~~shut~~rendered ~~down~~unenforceable. ~~operations,~~Federal-Mogul ~~its~~cannot ~~business~~guarantee ~~and~~that ~~financial~~it ~~results~~will ~~could~~ be ~~affected~~successful asshould itone ~~may~~or ~~incur~~more ~~substantial~~of ~~delays~~its patents be challenged for any reason and ~~significant~~countries ~~expense~~outside inthe ~~finding~~United ~~alternative~~States ~~sources~~may diminish the protection of its patents. ~~The~~If ~~quality~~Federal-Mogul's ~~and~~patent ~~reliability~~claims ofare ~~alternative~~rendered ~~sources~~invalid ~~may~~or ~~not~~unenforceable, beor narrowed in scope, the ~~same~~patent ~~and~~coverage ~~these~~afforded ~~alternative~~to ~~sources~~Federal-Mogul's ~~may~~products ~~charge~~could be impaired, which could significantly ~~higher~~impede ~~prices.~~Federal-Mogul's ability to market its products, negatively affect its competitive position and materially adversely affect our Automotive operations.

~~Uncertainty~~Federal-Mogul's ~~surrounding~~pending ~~acceptance~~or offuture ~~ARI’~~patent applications may not result in an issued patent. Additionally, newly issued patents may not provide Federal-Mogul with meaningful protection against competitors or against competitive technologies. Courts in the United States and in other countries may invalidate Federal-Mogul's ~~new~~patents ~~railcar~~or ~~offerings~~find bythem unenforceable. Competitors may also be able to design around Federal-Mogul's patents. Other parties may develop and obtain patent protection for more effective technologies, designs or methods. If these developments were to occur, it could have an adverse effect on its ~~customers~~sales. If Federal-Mogul's intellectual property rights are not adequately protected, it may not be able to commercialize its technologies, products or services and ~~costs~~its ~~associated~~competitors ~~with~~could ~~those~~commercialize ~~new~~its ~~offerings~~technologies, which could result in a decrease in Federal-Mogul's sales and market share, and could materially adversely affect our ~~Railcar~~Automotive operations.

~~ARI’~~Federal-Mogul's ~~strategy~~products ~~depends~~could ininfringe ~~part~~the onintellectual ~~its~~property ~~continued~~rights ~~development~~of ~~and~~others, ~~sale~~which ofmay ~~new~~lead ~~railcar~~to ~~designs~~litigation tothat ~~expand~~could oritself ~~maintain~~be ~~its~~costly, ~~market~~could ~~share~~result in ~~its~~the ~~current~~payment ~~railcar~~of ~~markets~~substantial ~~and~~damages ~~new~~or ~~railcar~~royalties, ~~markets.~~and ~~Any~~could ~~new~~prevent orFederal-Mogul ~~modified~~from ~~railcar~~using ~~design~~technology that ~~ARI~~is ~~develops~~essential ~~may~~to ~~not~~its ~~gain widespread acceptance in the marketplace and any such~~ products ~~may~~ .

45Federal-Mogul cannot guarantee that its products, manufacturing processes or other methods do not infringe the patents or other intellectual property rights of third parties. Infringement and other intellectual property claims and proceedings brought against Federal-Mogul, whether successful or not, could result in substantial costs and harm its reputation. Such claims and proceedings can also distract and divert management and key personnel from other tasks important to the success of its business. In addition, intellectual property litigation or claims could force Federal-Mogul to do one or more of the following:

~~TABLE OF CONTENTS~~38

~~not~~• becease ~~able~~selling ~~to compete successfully with existing railcar designs~~ or ~~new~~using ~~railcar~~any ~~designs that may be introduced by its competitors. Furthermore, ARI may experience significant initial costs~~ of ~~production~~products ofthat ~~new~~incorporate ~~railcar product lines related to training, labor and operating inefficiencies. To~~ the ~~extent~~asserted ~~that~~intellectual ~~the total costs of production significantly exceed its anticipated costs of production~~property, ~~ARI~~which ~~may~~would ~~incur~~adversely aaffect ~~loss~~Federal-Mogul's ~~on its sale of new railcar product lines.~~ revenue;

~~Equipment~~• ~~failures,~~pay ~~delays~~substantial indamages ~~deliveries~~for orpast ~~extensive~~use ~~damage~~of tothe ~~ARI’s~~asserted ~~facilities,~~intellectual ~~particularly its railcar manufacturing complexes in Paragould or Marmaduke, Arkansas, could lead to production or service curtailments or shutdowns.~~property;

An• ~~interruption~~obtain ~~in manufacturing capabilities at ARI’s complexes in Paragould or Marmaduke, Arkansas or at any of its component manufacturing facilities, whether as~~ a ~~result~~license offrom ~~equipment~~the ~~failure~~holder ~~or any other reason, could reduce, prevent or delay production~~ of ~~its~~the ~~railcars~~asserted orintellectual ~~railcar and industrial components~~property, which ~~could~~license ~~alter~~may ~~the~~not ~~scheduled~~be ~~delivery~~available ~~dates~~on toreasonable ~~its customers and affect its production schedule. This could result in the termination of orders~~terms, ~~the~~if ~~loss~~at ~~of future sales and a negative impact to ARI’s reputation with its customers and in the railcar industry,~~ all; ~~of which could materially adversely affect our Railcar operations.~~ and

~~All~~• ofredesign ~~ARI’s~~or ~~facilities~~rename, ~~are~~in ~~subject to~~ the ~~risk~~case of ~~catastrophic~~trademark ~~loss~~claims, ~~due~~products to ~~unanticipated~~avoid ~~events,~~infringing ~~such~~the asintellectual ~~fires,~~property ~~earthquakes,~~rights ~~explosions, floods, tornados or weather conditions. ARI may experience plant shutdowns or periods~~ of ~~reduced~~third ~~production as a result of equipment failures~~parties, ~~loss~~which ofmay ~~power,~~not ~~delays~~be inpossible ~~equipment~~and ~~deliveries, or extensive damage to any of its facilities, which~~ could ~~have~~be acostly ~~material~~and ~~adverse~~time-consuming ~~effect~~if onit ~~our~~is ~~Railcar~~possible ~~operations.~~to do.

~~ARI’s~~In ~~entry~~the ~~into~~event ~~the~~of ~~railcar~~an ~~leasing~~adverse ~~market~~determination ~~may~~in ~~deplete~~an ~~its~~intellectual ~~cash~~property suit or proceeding, ~~cause~~or itFederal-Mogul's failure to ~~compete~~license ~~directly~~essential ~~with~~technology, ~~its~~Federal-Mogul's ~~customers~~sales could be harmed and its costs could increase, which could materially adversely affect our ~~Railcar~~Automotive operations.

~~ARI~~Our ~~will~~Automotive ~~utilize~~segment ~~existing~~may ~~cash to manufacture railcars it leases to customers, while cash from lease revenue will~~ be ~~received~~exposed ~~over the life of the railcar lease or leases relating~~ to ~~those~~certain ~~railcars.~~regulatory ~~Depending upon the number of railcars that ARI leases~~ and ~~the~~financial ~~amount~~risks ofrelated ~~cash used in other operations, its cash balances could be depleted and limit its ability~~ to ~~support~~climate ~~operations, maintain or expand its existing business, or take advantage of new business opportunities~~change. ~~ARI could also experience significant defaults on leases that could further constrain cash.~~

~~ARI~~Climate ~~may~~change ~~begin~~is continuing to ~~compete~~receive ~~with~~ever ~~certain~~increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of ~~its~~greenhouse ~~significant~~gases, ~~customers~~including ~~through~~carbon ~~its~~dioxide, ~~entry~~which ~~into~~could ~~the~~lead ~~railcar~~to ~~leasing~~additional ~~market~~legislative and regulatory efforts to limit greenhouse gas emissions. ~~Some~~The offocus ~~ARI’s~~on ~~railcar~~emissions ~~manufacturing~~could ~~competitors~~increase ~~also~~costs ~~produce~~associated ~~railcars~~with Automotive segment's operations, including costs for ~~use~~raw inmaterials ~~their~~and ~~own~~transportation. ~~railcar~~Because ~~leasing~~the ~~fleet~~scope of future laws in this area is uncertain, ~~competing~~we ~~directly~~cannot ~~with~~predict ~~ARI’~~the potential effect of such laws on our Automotive segment's future ~~new~~financial ~~railcar~~condition, ~~leasing~~results ~~business~~of ~~and~~operations ~~with~~or ~~leasing~~cash ~~companies~~flows.

The failure to enter into commercially favorable railcar leases, re-lease or sell railcars upon lease expiration and successfully manage existing leases could materially adversely affect our Railcar operations. Energy

~~The~~Risks ~~variable~~Related ~~purchase patterns of ARI’s railcar customers and the timing of completion, customer acceptance and shipment of orders may cause its revenues and income from operations~~ to ~~vary substantially each quarter, which could result in significant fluctuations in~~ our ~~Railcar~~Energy ~~segment~~Segment ~~quarterly~~as ~~results.~~a Whole

~~Railcar~~Instability ~~sales comprised approximately 62.7%, 79.1%~~ and ~~86.0%~~volatility ~~of our Railcar segment’s total net sales and services revenues~~ in ~~fiscal~~the ~~2010~~capital, ~~fiscal~~credit ~~2009~~ and ~~fiscal~~commodity ~~2008,~~markets ~~respectively. ARI’s results of operations~~ in ~~any particular quarterly period may be significantly affected by~~ the ~~number~~global ~~and~~economy type of railcars manufactured and shipped in that period, which is impacted by customer needs that vary greatly year to year, as discussed above. The customer acceptance and title transfer or customer acceptance and shipment of ARI’s railcars determine when it records the revenues associated with its railcar sales. Given this, the timing of customer acceptance and title transfer or customer acceptance and shipment of ARI’s railcars could ~~cause~~negatively ~~fluctuations~~impact in our ~~Railcar~~Energy segment’'s ~~quarterly~~business, ~~and~~financial ~~annual~~condition, results. ~~The~~of ~~railroads~~operations ~~could potentially go on strike or have other service interruptions, which could ultimately create a bottleneck~~ and ~~potentially~~cash ~~cause ARI to slow down or halt its shipment and production schedules, which could have a materially adverse affect on our Railcar operations~~flows.

46Our Energy segment's business, financial condition and results of operations could be negatively impacted by difficult conditions and volatility in the capital, credit and commodities markets and in the global economy. For example:

~~TABLE~~• OFAlthough ~~CONTENTS~~CVR believes the petroleum business has sufficient liquidity under its ABL credit facility and the intercompany credit facility to operate both the Coffeyville and Wynnewood refineries, and that the nitrogen fertilizer business has sufficient liquidity under its revolving credit facility to run the nitrogen fertilizer business, under extreme market conditions there can be no assurance that such funds would be available or sufficient, and in such a case, CVR may not be able to successfully obtain additional financing on favorable terms, or at all. Furthermore, the nitrogen fertilizer business' credit facility matures in April 2016 and there can be no assurance that it will be able to refinance its $125 million of outstanding term loan debt or obtain a new revolving credit facility on similar terms or at all.

As• aMarket ~~result~~volatility ofcould ~~these~~exert ~~fluctuations,~~downward wepressure ~~believe~~on ~~that~~the ~~comparisons~~price of ~~ARI’~~CVR Refining's ~~sales~~ and ~~operating~~CVR ~~results~~Partners' ~~between~~common ~~quarterly~~units, ~~periods~~which ~~within~~may ~~the~~make ~~same~~it ~~year~~more ~~and~~difficult ~~between~~for ~~quarterly~~either ~~periods~~or ~~within~~both ~~different~~of ~~years~~them ~~may~~to ~~not~~raise beadditional ~~meaningful~~capital and, asthereby ~~such,~~limit ~~these~~their ~~comparisons~~ability ~~should~~to ~~not~~grow, bewhich ~~relied~~could ~~upon~~in asturn ~~indicators~~cause ~~of ARI’~~CVR's ~~future~~stock ~~performance.~~price to drop.

~~Some~~• ofThe ~~ARI’s~~petroleum ~~railcar~~business' ~~services~~ and ~~component~~nitrogen ~~manufacturing~~fertilizer ~~employees~~business' ~~belong~~credit tofacilities ~~labor~~contain ~~unions~~various covenants that must be complied with, and ~~strikes~~if oreither ~~work~~business ~~stoppages~~is bynot ~~them~~in orcompliance, ~~unions~~there ~~formed~~can bybe ~~some~~no orassurance ~~all~~that ofeither ~~ARI’s~~business ~~other~~would ~~employees~~be able to successfully amend the agreement in the future. ~~could~~Further, ~~adversely~~any ~~affect~~such ~~our~~amendment ~~Railcar~~may ~~operations~~be expensive. In addition, any new credit facility the petroleum business or nitrogen fertilizer business may enter into may require them to agree to additional covenants.

As• ofMarket ~~December~~conditions 31, 2010, the employees at ARI’s sites covered by collective bargaining agreements, in the aggregate, represented approximately 18.0% of ARI’s total workforce. A collective bargaining agreement covering 11.3% of ARI’s full-time employees will expire in April 2011. Disputes with regard to the terms of these agreements or ARI’s potential inability to negotiate acceptable contracts with these unions in the future could result in, ~~among~~significant ~~other~~customers ~~things,~~experiencing ~~strikes,~~financial ~~work stoppages or other slowdowns by the affected workers~~difficulties. WeCVR ~~cannot~~is ~~guarantee~~exposed ~~that ARI’s relations with its union workforce will remain positive nor can we guarantee that union organizers will not be successful in future attempts~~ to ~~organize~~the ~~ARI’s~~credit ~~railcar~~risk ~~manufacturing employees or employees at some~~ of its ~~other facilities. If ARI’s workers were to engage in a strike~~customers, ~~work~~and ~~stoppage~~their orfailure ~~other slowdown, other employees were~~ to ~~become~~meet ~~unionized~~their orfinancial ~~the~~obligations ~~terms~~when ~~and~~due ~~conditions~~because inof ~~future labor agreements were renegotiated~~bankruptcy, ~~ARI~~lack ~~could experience a significant disruption~~ of ~~its operations and higher ongoing labor costs. In addition~~liquidity, ~~ARI~~operational ~~could~~failure ~~face higher labor costs in the future as a result of severance~~ or other ~~charges~~reasons ~~associated~~could ~~with~~result ~~layoffs, shutdowns or reductions~~ in ~~the~~decreased ~~size~~sales and ~~scope~~earnings offor ~~its operations~~CVR.

~~ARI manufacturer’s warranties expose it to potentially significant claims.~~39

~~ARI~~The ~~may~~refineries beand ~~subject~~nitrogen tofertilizer facility face significant ~~warranty~~risks ~~claims~~due into ~~the~~physical ~~future~~damage ~~relating~~hazards, toenvironmental ~~workmanship~~liability risk exposure, and ~~materials.~~unplanned ~~These~~or ~~types~~emergency ofpartial ~~warranty~~or ~~claims~~total ~~could~~plant ~~result~~shutdowns resulting in ~~costly~~business ~~product~~interruptions. ~~recalls,~~CVR ~~significant~~could ~~repair~~incur ~~costs~~potentially ~~and~~significant ~~damage~~costs to ~~ARI’s~~the ~~reputation,~~extent there are unforeseen events which ~~could~~cause ~~materially~~property ~~adversely~~damage ~~affect~~and ~~our~~a ~~Railcar~~material ~~operations~~decline in production which are not fully insured. ~~Unresolved~~The ~~warranty~~commercial ~~claims~~insurance ~~could~~industry ~~result~~engaged in ~~users~~underwriting ofenergy ~~its~~industry ~~products~~risk ~~bringing~~is ~~legal~~specialized ~~actions~~and ~~against~~there ~~ARI.~~is finite capacity; therefore, the industry may limit or curtail coverage, may modify the coverage provided or may substantially increase premiums in the future.

If ~~ARI~~any isof ~~unable~~CVR’s toproduction ~~protect~~plants, logistics assets, key pipeline operations serving its ~~intellectual~~plants, ~~property~~or key suppliers sustains a catastrophic loss and ~~prevent~~operations ~~its~~are ~~improper~~shut ~~use~~down byor ~~third~~significantly ~~parties~~impaired, ~~ARI~~it would have a material adverse impact on our Energy segment’s ~~ability~~operations, financial condition and cash flows. In addition, the risk exposures CVR has at the Coffeyville, Kansas plant complex are greater due to ~~compete~~production facilities for refinery and fertilizer production, distribution and storage being in relatively close proximity and potentially exposed to damage from one incident, such as resulting damages from the ~~market~~perils of explosion, windstorm, fire, or flood. Operations at either or both of the refineries and the nitrogen fertilizer plant could be curtailed, limited or completely shut down for an extended period of time as the result of one or more unforeseen events and circumstances, which may not be ~~harmed.~~within our control, including:

~~Various~~• ~~patent,~~major ~~copyright,~~unplanned ~~trade~~maintenance secret and trademark laws afford only limited protection and may not prevent ARI’s competitors from duplicating its products or gaining access to its proprietary information and technology. These means also may not permit ARI to gain or maintain a competitive advantage. As ARI expands internationally, through its joint ventures or otherwise, it becomes subject to the risk that foreign intellectual property laws will not protect ARI’s intellectual property rights to the same extent as intellectual property laws in the U.S. requirements;

~~Any~~• ofcatastrophic ~~ARI’s~~events ~~patents~~caused ~~may~~by bemechanical ~~challenged~~breakdown, ~~invalidated~~electrical injury, ~~circumvented~~pressure orvessel ~~rendered~~rupture, ~~unenforceable.~~explosion, ~~ARI~~contamination, ~~cannot guarantee that it will be successful should one or more of its patents be challenged for any reason. If ARI’s patent claims are rendered invalid or unenforceable~~fire, or ~~narrowed~~natural ~~in scope~~disasters, ~~the patent coverage afforded its products could be impaired~~including, ~~which could significantly impede its ability to market its products~~floods, ~~negatively~~windstorms ~~affect its competitive position~~ and ~~materially~~other ~~adversely~~similar ~~affect our Railcar operations.~~ events;

~~ARI’s~~• ~~pending~~labor orsupply ~~future patent applications may not result in an issued patent and~~shortages, ~~if patents are issued to ARI, such patents may not provide meaningful protection against competitors~~ or ~~against~~labor ~~competitive~~difficulties ~~technologies.~~that The U.S. Federal courts may invalidate ARI’s patents or find them unenforceable. Competitors may also be able to design around ARI’s patents. Other parties may develop and obtain patent protection for more effective technologies, designs or methods. If these developments were to occur, it could have an adverse effect on ARI’s sales. If ARI’s intellectual property rights are not adequately protected, it may not be able to commercialize it technologies, products or services and its competitors could commercialize its technologies, which could result in a ~~decrease~~work instoppage ~~ARI’s~~or ~~sales and market share and could materially adversely affect our Railcar operations.~~ slowdown;

47• cessation or suspension of a plant or specific operations dictated by environmental authorities; and

~~TABLE~~• OFan ~~CONTENTS~~event or incident involving a large clean-up, decontamination, or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.

~~ARI’s~~CVR ~~products~~has ~~could~~sustained ~~infringe~~losses over the ~~intellectual~~past ~~property~~ten-year ~~rights~~period ofat ~~others~~its plants, which ~~may~~are ~~lead~~illustrative toof ~~litigation~~the types of risks and hazards that ~~itself~~exist. These ~~could~~losses beor ~~costly,~~events ~~result~~resulted in ~~the~~costs ~~payment~~assumed ofby ~~substantial~~us ~~damages~~that orwere ~~royalties,~~not ~~and~~fully ~~prevent~~insured ~~ARI~~due ~~from~~to ~~using~~policy ~~technology~~retentions ~~that~~or isapplicable ~~essential~~exclusions. toThese ~~its~~events ~~products.~~were as follows:

~~ARI~~• ~~cannot~~June ~~guarantee~~2007: ~~you~~Coffeyville ~~that~~refinery ~~its products, manufacturing processes or other methods do not infringe the patents or other intellectual property rights of third parties. Infringement~~ and ~~other~~nitrogen ~~intellectual~~fertilizer ~~property~~plant; claims and proceedings brought against ARI, whether successful or not, could result in substantial costs and harm its reputation. Such claims and proceedings can also distract and divert ARI’s management and key personnel from other tasks important to the success of ARI’s business. flood;

In• ~~the~~September ~~event~~2010: ofNitrogen anfertilizer ~~adverse~~plant; ~~determination~~secondary inurea anreactor intellectual property suit or proceeding, or ARI’s failure to license essential technology, its sales could be harmed and its costs could increase, which could materially adversely affect our Railcar operations. rupture;

~~Food~~• ~~Packaging~~December 2010: Coffeyville refinery; FCCU fire;

~~Viskase~~• ~~faces~~December ~~competitors~~2010: ~~that~~Wynnewood ~~are~~refinery; ~~better~~hydrocracker ~~capitalized~~unit than it is, and the continuous-flow nature of the casings manufacturing process forces competitors to compete based on price in order to maintain volume, which could adversely affect our Food Packaging operations.fire;

~~Viskase~~• ~~faces~~September ~~competition~~2012: inWynnewood ~~the~~refinery ~~United~~boiler States and internationally from competitors that may have substantially greater financial resources than it has. The cellulosic casings industry includes competitors that are larger and better capitalized than Viskase is. Currently, Viskase’s primary competitors include Viscofan, S.A., Kalle Nalo GmbH and VT Holding Group, although new competitors could enter the market or competing products could be introduced. Although prices for small diameter cellulosic casings have experienced annual increases since 2006, and Viskase believes that the current output in its industry is generally in balance with global demand and that levels of capacity utilization are high, the continuous-flow nature of the casings manufacturing process has historically required competitors in its industry to compete based on price in order to maintain volume, which could result in lower pricing in future years. Viskase attempts to differentiate its products on the basis of product quality and performance, product development, service, sales and distribution, but Viskase and competitors in its industry have used price as a competitive factor in an attempt to obtain greater volumes. If prices decline, Viskase may not be able to achieve profitability, whereas certain of its competitors who are better capitalized may be positioned to absorb such price declines. Any of these factors could adversely affect our Food Packaging operations. explosion;

~~Viskase~~• ~~receives~~July/August ~~its~~2013: ~~raw~~Coffeyville ~~materials~~refinery; ~~from~~FCCU aoutage; ~~limited number of suppliers,~~ and ~~problems with its suppliers could impair its ability to meet its customers’ product demands.~~

~~Viskase’s~~• ~~principal~~July ~~raw~~2014: ~~materials,~~Coffeyville ~~paper~~refinery; ~~and~~isomerization ~~pulp,~~unit ~~constitute an important aspect and cost factor of its operations~~fire. Viskase generally purchases its paper and pulp from a single source or a small number of suppliers. Any inability of its suppliers to timely deliver raw materials or any unanticipated adverse change in its suppliers could be disruptive and costly to Viskase. Viskase’s inability to obtain raw materials from its suppliers would require it to seek alternative sources. These alternative sources may not be adequate for all of Viskase’s raw material needs, nor may adequate raw material substitutes exist in a form that its processes could be modified to use. These risks could materially and adversely affect our Food Packaging operations.

~~Viskase’~~Currently, CVR is insured under casualty, environmental, property and business interruption insurance policies. The property and business interruption coverage has a combined policy limit of $1.25 billion. The property and business interruption insurance policies contain limits and sub-limits which insure all of CVR's ~~failure~~assets. There is potential for a common occurrence to ~~efficiently~~impact ~~respond~~both the nitrogen fertilizer plant and Coffeyville refinery in which case the insurance limitations would apply to ~~industry~~all ~~changes~~damages combined. Under this insurance program, there is a $10.0 million property damage retention for all properties ($2.5 million in ~~casings~~respect ~~technology~~of ~~could~~the ~~jeopardize~~nitrogen ~~its~~fertilizer ~~ability~~plant). For business interruption losses, the insurance program has a 45-day waiting period retention for any one occurrence. In addition, the insurance policies contain a schedule of sub-limits which apply to ~~retain~~certain ~~its~~specific perils or areas of coverage. Sub-limits which may be of importance depending on the nature and extent of a particular insured occurrence are: flood, earthquake, contingent business interruption insuring key suppliers, pipelines and customers, debris removal, decontamination, demolition and ~~maintain~~increased ~~its~~cost ~~market~~of ~~share~~construction due to law and ordinance, and others. Such conditions, limits and sub-limits could materially impact insurance recoveries and potentially cause CVR to assume losses which could impair earnings.

~~Viskase~~There ~~and~~is ~~other~~finite ~~participants~~capacity in ~~its~~the ~~industry~~commercial ~~have~~insurance ~~considered~~industry ~~alternatives~~engaged toin ~~cellulosic~~underwriting ~~casings~~energy ~~for~~industry ~~many~~risk, ~~years.~~and Asthere ~~resin~~are ~~technology~~risks ~~improves~~associated orwith ~~other~~the ~~technologies~~commercial ~~develop,~~insurance ~~alternative~~industry ~~casings~~reducing orcapacity, ~~other~~changing ~~manufacturing~~the ~~methods~~scope ~~may~~of beinsurance ~~developed~~coverage ~~that~~offered, ~~threaten the long-term sustainability~~ and ~~profitability~~substantially ofincreasing ~~Viskase’s~~premiums ~~cellulosic~~due ~~casings,~~to ~~which~~adverse isloss ~~its~~experience ~~core~~or ~~product,~~other ~~and~~financial ~~its fibrous casings~~circumstances. ~~Viskase’s~~Factors ~~failure~~that toimpact ~~anticipate,~~insurance ~~develop~~cost ~~or efficiently~~ and ~~timely~~availability ~~integrate~~include, ~~new~~but ~~technologies~~are ~~that~~not ~~provide~~limited ~~viable alternatives~~ to: ~~cellulosic~~industry ~~casings~~wide losses, ~~including~~natural ~~plastic and film alternatives~~disasters, ~~may~~specific ~~cause~~losses itincurred toby ~~lose~~CVR ~~customers~~ and ~~market~~the ~~share~~investment toreturns ~~competitors integrating~~earned ~~such~~by ~~technologies,~~the ~~which,~~insurance inindustry. ~~turn,~~If ~~would~~the ~~negatively~~supply ~~impact~~of ~~our~~commercial ~~Food~~insurance ~~Packaging~~is ~~operations.~~curtailed due to

4840

~~TABLE~~highly OFadverse ~~CONTENTS~~financial results, CVR may not be able to continue our present limits of insurance coverage or obtain sufficient insurance capacity to adequately insure our risks for property damage or business interruption.

~~Sales~~Environmental oflaws ~~Viskase’s~~and ~~products~~regulations could berequire ~~negatively~~CVR ~~affected~~to bymake ~~problems~~substantial capital expenditures to remain in compliance or ~~concerns~~to ~~with~~remediate ~~the~~current ~~safety~~or ~~and~~future ~~quality~~contamination ofthat ~~food~~could ~~products~~give rise to material liabilities.

~~Viskase~~CVR's ~~could~~operations beare ~~adversely~~subject ~~affected if consumers in the food markets were~~ to ~~lose~~a ~~confidence~~variety inof ~~the~~federal, ~~safety~~state and ~~quality~~local ofenvironmental ~~meat~~laws orand ~~poultry~~regulations ~~products,~~relating ~~particularly with respect~~ to ~~processed~~the ~~meat~~protection orof ~~poultry~~the ~~products for which casings are used~~environment, ~~such~~including asthose ~~hot~~governing ~~dogs,~~the ~~deli~~emission ~~meats~~or ~~and~~discharge ~~sausages. Outbreaks~~ of, orpollutants ~~even~~into ~~adverse publicity about~~ the ~~possibility of~~environment, ~~diseases~~product ~~such~~specifications ~~as avian influenza~~ and ~~“mad~~the ~~cow~~generation, ~~disease~~treatment,” ~~food-borne~~storage, ~~pathogens~~transportation, ~~such~~disposal asand E.remediation ~~coli~~of ~~and~~solid ~~listeria,~~ and ~~any~~hazardous ~~other~~wastes. ~~food~~Violations ~~safety~~of ~~problems~~these orlaws ~~concerns relating to meat~~ and ~~poultry~~regulations ~~products~~or ~~may~~permit ~~discourage~~conditions ~~consumers~~can ~~from~~result ~~buying~~in ~~such~~substantial ~~products.~~penalties, ~~These~~injunctive ~~risks~~orders ~~could~~compelling ~~also~~installation ~~result~~of in additional ~~governmental~~ ~~regulations~~controls, orcivil ~~cause~~and ~~production~~criminal ~~and~~sanctions, ~~delivery~~permit ~~disruptions~~revocations and/or ~~product~~facility ~~recalls~~shutdowns. ~~Each of these risks could adversely affect our Food Packaging operations.~~

~~Business~~In ~~interruptions~~addition, atnew ~~any~~environmental laws and regulations, new interpretations of ~~Viskase’s~~existing ~~production~~laws ~~facilities~~and regulations, increased governmental enforcement of laws and regulations or other developments could require CVR to make additional unforeseen expenditures. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase ~~its~~over ~~operating~~time. ~~costs~~The requirements to be met, ~~decrease~~as ~~its~~well ~~sales~~as orthe ~~cause~~technology itand length of time available to ~~lose~~meet ~~customers~~those requirements, continue to develop and change. These expenditures or costs for environmental compliance could have a material adverse effect on our Energy segment's results of operations, financial condition and profitability.

~~The~~CVR's ~~reliability~~facilities operate under a number of ~~Viskase’s~~federal ~~production~~and ~~facilities~~state ispermits, ~~critical~~licenses toand ~~the~~appro

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