UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June~~September 30, 2012

Commission File Number 333-118021-01

ICAHN ENTERPRISES HOLDINGS L.P.

(Exact Name of Registrant as Specified in Its Charter)



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

767 Fifth Avenue, Suite 4700
New York, NY 10153

(Address of Principal Executive Offices) (Zip Code)

(212) 702-4300

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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.

Yes ox No xo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):



Large Accelerated Filer o	Accelerated Filer o	Non-accelerated Filer x	Smaller reporting company o

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

Yes o No x

ICAHN ENTERPRISES HOLDINGS L.P.

TABLE OF CONTENTS

		PageNo.
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6371
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	93104
Item 4.	Controls and Procedures	96107
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	97108
Item 1A.	Risk Factors	~~105~~117
Item 6.	Exhibits	~~158~~173

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

	June 30,2012			December 31, 2011
	September 30,2012			December 31, 2011
ASSETS	(Unaudited)
Cash and cash equivalents	$	3,~~209~~140		$	2,278
Cash held at consolidated affiliated partnerships and restricted cash	1,~~372~~886			4,979
Investments	54,~~386~~912			8,938
Accounts receivable, net	1,~~865~~970			1,424
Due from brokers	~~128~~278			30
Inventories, net	1,~~862~~933			1,344
Property, plant and equipment, net	6,~~220~~325			3,505
Goodwill	2,~~023~~042			1,127
Intangible assets, net	1,~~208~~156			899
Other assets	~~753~~702			623
Total Assets	$	24,~~026~~344		$	25,147
LIABILITIES AND EQUITY
Accounts payable	$	1,~~379~~351		$	970
Accrued expenses and other liabilities	1,~~554~~718			1,317
Deferred tax liability	1,~~319~~315			556
Securities sold, not yet purchased, at fair value	~~548~~314			4,476
Due to brokers	4132			2,171
Post-employment benefit liability	1,~~303~~282			1,340
Debt	8,~~196~~413			6,463
Total liabilities	14,~~303~~525			17,293
Commitments and contingencies (Note 18)
Equity:
Limited partner	45,~~859~~087			4,087
General partner	(~~303~~291		)	(311		)
Equity attributable to Icahn Enterprises Holdings	4,~~556~~796			3,776
Equity attributable to non-controlling interests	5,~~167~~023			4,078
Total equity	9,~~723~~819			7,854
Total Liabilities and Equity	$	24,~~026~~344		$	25,147

See notes to consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2012			2011			2012			2011
Revenues:
Net sales	$	34,~~707~~519		$	2,~~357~~279		$	610,~~106~~625		$	46,~~608~~887
Other revenues from operations	~~204~~215			~~183~~215			~~396~~611			~~376~~591
Net gain from investment activities	278			590			336			1,207
Net (loss) gain from investment activities	(81		)	(49		)	255			1,158
Interest and dividend income	1721			2722			4263			6183
Other (loss) income, net	(1		)	(15		)	9			(32		)
Other loss, net	(171		)	(24		)	(162		)	(56		)
	4,205			3,142			6,889			6,220
	4,503			2,443			11,392			8,663
Expenses:
Cost of goods sold	3,~~229~~702			21,~~009~~975			59,~~301~~003			35,~~934~~909
Other expenses from operations	~~108~~111			~~104~~112			~~214~~325			~~212~~324
Selling, general and administrative	~~337~~284			~~304~~285			~~646~~930			~~623~~908
Restructuring	95			15			1621			49
Impairment	3253			3—			3487			3
Interest expense	~~128~~138			~~113~~105			~~245~~383			~~222~~327
	3,843			2,534			6,456			4,998
	4,293			2,482			10,749			7,480
Income before income tax benefit (expense)	362			608			433			1,222
Income (loss) before income tax (expense) benefit	210			(39		)	643			1,183
Income tax benefit (expense)	88			(24		)	118			(42		)
Income tax (expense) benefit	(110		)	(13		)	8			(55		)
Net income	450			584			551			1,180
Net income (loss)	100			(52		)	651			1,128
Less: net income attributable to non-controlling interests	(210		)	(295		)	(262		)	(651		)
Less: net (income) loss attributable to non-controlling interests	(15		)	13			(273		)	(638		)
Net income attributable to Icahn Enterprises Holdings	$	240		$	289		$	289		$	529
Net income (loss) attributable to Icahn Enterprises Holdings	$	85		$	(39	)	$	378		$	490
Net income attributable to Icahn Enterprises Holdings allocable to:
Net income (loss) attributable to Icahn Enterprises Holdings allocable to:
Limited partner	$	~~237~~78		$	~~286~~(39	)	$	~~286~~364		$	~~524~~485
General partner	37			3—			314			5
	$	~~240~~85		$	~~289~~(39	)	$	~~289~~378		$	~~529~~490

See notes to consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2012			2011			2012			2011
Net income	$	450		$	584		$	551		$	1,180
Net income (loss)	$	100		$	(52	)	$	651		$	1,128
Other comprehensive (loss) income, net of tax:
Post-employment benefits	—(59		)	4(1		)	9(50		)	54
Hedge instruments	—21			(814		)	1435			(317		)
Translation adjustments and other	~~(110~~60		)	31(183		)	~~(26~~34		)	~~118~~(65		)
Other comprehensive (loss) income, net of tax	(110		)	27			(3		)	120
Other comprehensive income (loss), net of tax	22			(198		)	19			(78		)
Comprehensive income	340			611			548			1,300
Comprehensive income (loss)	122			(250		)	670			1,050
Less: Comprehensive income attributable to non-controlling interests	(181		)	(301		)	(260		)	(681		)
Less: Comprehensive (income) loss attributable to non-controlling interests	(22		)	64			(278		)	(617		)
Comprehensive income attributable to Icahn Enterprises Holdings	$	159		$	310		$	288		$	619
Comprehensive income (loss) attributable to Icahn Enterprises Holdings	$	100		$	(186	)	$	392		$	433
Comprehensive income attributable to Icahn Enterprises Holdings allocable to:
Comprehensive income (loss) attributable to Icahn Enterprises Holdings allocable to:
Limited partner	$	~~157~~93		$	~~307~~(182	)	$	~~285~~378		$	~~613~~424
General partner	27			3(4		)	314			69
	$	~~159~~100		$	~~310~~(186	)	$	~~288~~392		$	~~619~~433

Accumulated other comprehensive loss was $~~858~~836 million and $855 million at ~~June~~September 30, 2012 and December 31, 2011, respectively.

See notes to consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In millions) (Unaudited)

	Equity Attributable to Icahn Enterprises Holdings
	General Partner's Equity (Deficit)			Limited Partner's Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
	General Partner's (Deficit) Equity			Limited Partner's Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2011	$	(311	)	$	4,087		$	3,776		$	4,078		$	7,854
Net income	314			~~286~~364			~~289~~378			~~262~~273			~~551~~651
Other comprehensive income	—			(114		)	(114		)	(25		)	(319		)
Partnership contributions	56			~~505~~507			~~510~~513			—			~~510~~513
Partnership distributions	—			(2031		)	(2031		)	—			(2031		)
Investment segment distributions	—			—			—			(79		)	(79		)
Acquisition of CVR	—			—135			—135			910			~~910~~1,045
Changes in subsidiary equity and other	—			211			211			(2164		)	—(153		)
Balance, June 30, 2012	$	(303	)	$	4,859		$	4,556		$	5,167		$	9,723
Balance, September 30, 2012	$	(291	)	$	5,087		$	4,796		$	5,023		$	9,819

See notes to consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)

	Six Months Ended June 30,
	Nine Months EndedSeptember 30,
	2012			2011
Cash flows from operating activities:
Net income	$	~~551~~651		$	1,~~180~~128
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Net gain from securities transactions	(~~765~~1,401		)	(1,~~171~~091		)
Purchases of securities	(1,~~325~~703		)	(24,~~606~~183		)
Proceeds from sales of securities	56,~~558~~889			34,~~639~~150
Purchases to cover securities sold, not yet purchased	(45,~~872~~160		)	(13,~~150~~895		)
Proceeds from securities sold, not yet purchased	~~781~~1,000			35,~~243~~263
Changes in receivables and payables relating to securities transactions	(2,~~088~~337		)	~~(90~~1,149		)
Depreciation and amortization	~~253~~411			~~220~~333
Deferred taxes	(181		)	(1		)
Impairment	87			3
Other, net	47			(35		)
Deferred taxes	(168		)	(3		)
Changes in cash held at consolidated affiliated partnerships and restricted cash	3,608			(1,585		)
Other, net	(33		)	10
Changes in other operating assets and liabilities	(160		)	(264		)
Changes in cash held at consolidated affiliated partnerships and restricted cash	3,093			(560		)
Net cash provided by operating activities	1,407			1,380
Changes in other operating assets and liabilities	39			(444		)
Net cash provided by operating activities	1,368			1,860
Cash flows from investing activities:
Capital expenditures	(~~429~~617		)	(~~218~~359		)
Acquisitions of businesses, net of cash acquired	(1,~~291~~348		)	(35126		)
Proceeds from sale of investments	170			—
Purchases of investments	(210		)	—(150		)
Other, net	1729			75
Net cash used in investing activities	(1,~~743~~976		)	(~~246~~630		)
Cash flows from financing activities:
Investment segment distributions	(17		)	(2,~~073~~164		)
Investment segment contributions	—			250
Partnership contributions	~~510~~513			—
Partnership distributions	(2031		)	(3139		)
Proceeds from issuance of senior unsecured notes	~~716~~1,030			—
Proceeds from other borrowings	~~163~~172			~~604~~612
Repayments of borrowings	(63175		)	(~~253~~653		)
Other, net	(2238		)	(1420		)
Net cash provided by (used in) financing activities	1,~~267~~454			(12,~~517~~014		)
Effect of exchange rate changes on cash and cash equivalents	—16			25(10		)
Net increase (decrease) in cash and cash equivalents	~~931~~862			(~~358~~794		)
Net change in cash of assets held for sale	—			2
Cash and cash equivalents, beginning of period	2,278			2,963
Cash and cash equivalents, end of period	$	3,~~209~~140		$	2,~~607~~171
Supplemental information:
Cash payments for interest, net of amounts capitalized	$	~~192~~387		$	~~205~~368
Net cash payments for income taxes	$	50185		$	4053
Net unrealized (loss) gain on available-for-sale securities	$	(2	)	$	12
Redemptions payable to non-controlling interests	$	—		$	91
Acquisition of non-controlling interest in CVR	$	135		$	—
Investment in precious metal	$	—		$	150

See notes to consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)


1.	Description of Business and Basis of Presentation.

General

Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings” or the “Company”) is a limited partnership formed in Delaware on February 17, 1987. Our sole limited partner is Icahn Enterprises L.P. ("Icahn Enterprises"), a Delaware master limited partnership which owns a 99% limited partner interest in us. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), our sole general partner, which is owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in both us and Icahn Enterprises. References to "we," "our" or "us" herein include Icahn Enterprises Holdings and its subsidiaries, unless the context otherwise requires. References to "Icahn Enterprises Holdings" refer to Icahn Enterprises Holdings only, on an unconsolidated basis.

We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Automotive, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion. We also report the unconsolidated results of Icahn Enterprises Holdings, and investment activity and expenses associated therewith. Further information regarding our continuing reportable segments is contained in Note 3, “Operating Units,” and Note 14, “Segment Reporting.”

The accompanying consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes for the fiscal year ended December 31, 2011 (“fiscal 2011”) contained in Registration Statement on Form S-4 (333-179109-1), as amended, filed with the Securities and Exchange Commission ("SEC") on March 14, 2012. The consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. Certain reclassifications from the prior year presentation have been made to conform to the current year presentation.

Our consolidated financial statements include the accounts of (i) Icahn Enterprises Holdings and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises Holdings, in addition to those entities in which we have a controlling interest as a general partner interest or in which we may be the primary beneficiary of a variable interest entity (“VIE”). In evaluating whether we have a controlling financial interest in entities in which we would consolidate, we consider the following: (1) for voting interest entities, we consolidate these entities in which we own a majority of the voting interests; (2) for VIEs of which we may be considered the primary beneficiary of such entities (see Note 5, “Investments and Related Matters-Investment,” for further discussion regarding the accounting and reporting of our VIEs); and (3) for limited partnership entities that are not considered VIEs, we consolidate these entities if we are the general partner of such entities and for which no substantive kick-out rights (the rights underlying the limited partners' ability to dissolve the limited partnership or otherwise remove the general partners are collectively referred to as “kick-out” rights) or participating rights exist. All material intercompany accounts and transactions have been eliminated in consolidation.

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

Icahn Enterprises' Rights Offering

In connection with a certain rights offering consummated by Icahn Enterprises during the first quarter of the fiscal year ending December 31, 2012 ("fiscal 2012"), Icahn Enterprises distributed an aggregate 13,590,238 of its depositary units to its unitholders that subscribed to the basic subscription rights and the over-subscription rights and we received proceeds of $500 million.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash,

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature.

See Note 5, “Investments and Related Matters,” and Note 6, “Fair Value Measurements,” for a detailed discussion of our investments.

The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying value and estimated fair value of our long-term debt as of ~~June~~September 30, 2012 was approximately $8.24 billion and $8.47 billion, respectively. The carrying value and estimated fair value of our long-term debt as of December 31, 2011 was each approximately $6.5 billion.

Restricted Cash

Our restricted cash balance was approximately $1.0.7 billion and $4.8 billion as of ~~June~~September 30, 2012 and December 31, 2011, respectively.

Adoption of New Accounting Standards

In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2011-04, which amends Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures. This ASU clarifies among other things, the intent about the application of existing fair value requirements, including those related to highest and best use concepts, and also expands the disclosure requirements for fair value measurements categorized within Level 3 of the fair value hierarchy. This ASU clarifies that a reporting entity should disclose quantitative information about significant unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. Additionally, this ASU expands the disclosures for fair value measurements categorized within Level 3 where a reporting entity is required to include a description of the valuation processes used and the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. Additional disclosure is also required for any transfers between Level 1 and Level 2 of the fair value hierarchy of fair value measurements on a gross basis as well as additional disclosure of the level in the fair value hierarchy of assets and liabilities that are not recorded at fair value. For many of the requirements, the FASB does not intend for this ASU to result in a change in the application of the requirements in FASB ASC Topic 820. This update is effective during interim and annual periods beginning after December 15, 2011. The adoption of this ASU effective on January 1, 2012 had no impact on our financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, which amends FASB ASC Topic 220, Comprehensive Income. This ASU is intended to increase the prominence of items reported in other comprehensive income in the financial statements by presenting the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This update is effective during interim and annual periods beginning after December 15, 2011. The adoption of this ASU effective January 1, 2012 had no impact on our financial position, results of operations or cash flows. In December 2011, the FASB issued ASU No. 2011-12, which defers certain provisions contained in ASU No. 2011-05, as discussed above, with respect to the requirement to present components of reclassifications of other comprehensive income on the face of the income statement or in the notes to the financial statements. However, this deferral does not impact the other requirements contained in the new standard on comprehensive income as described above. This update is effective during interim and annual periods beginning after December 15, 2011. We complied with this deferral as we adopted ASU No. 2011-05 effective January 1, 2012.

In September 2011, the FASB issued ASU No. 2011-08, which amends FASB ASC Topic 350, Intangibles-Goodwill and Other. This ASU permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in FASB ASC Topic 350. Under the amendments in this ASU, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. This update is effective during interim and annual periods beginning after December 15, 2011. We adopted this ASU effective January 1, 2012.

In December 2011, the FASB issued ASU No. 2011-11, which amends FASB ASC Topic 210, Balance Sheet. This ASU

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~requires~~In ~~companies~~July 2012, the FASB issued ASU No. 2012-02, which amends FASB ASC Topic 350. This ASU permits an entity to ~~disclose~~first ~~both~~assess ~~gross~~qualitative ~~and~~factors ~~net~~to ~~information~~determine ~~about~~whether ~~instruments~~it ~~and~~is ~~transactions~~more ~~eligible~~likely ~~for~~than ~~offset~~not inthat ~~the~~an ~~statement~~indefinite-lived ofintangible ~~financial~~asset ~~position~~is impaired as ~~well~~a asbasis ~~instruments~~for ~~and~~determining ~~transactions~~whether ~~subject~~it is necessary to anperform ~~agreement~~the ~~similar~~quantitative toimpairment atest ~~master~~in ~~netting~~accordance ~~arrangement~~with FASB ASC Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. This ~~guidance~~update is effective ~~retrospectively~~ for interim and annual ~~periods~~impairment ~~beginning~~tests onperformed orfor fiscal years beginning after ~~January~~September 115, ~~2013~~2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued. We ~~anticipate~~adopted ~~that~~this ASU during the third quarter of 2012; the adoption of this ~~guidance~~ASU ~~will~~did not have ~~minimal~~a material impact toon our ~~current~~financial ~~disclosures~~position, results of operations or cash flows.

Recently Issued Accounting Standards

In December 2011, the FASB issued ASU No. 2011-11, which amends FASB ASC Topic 210, Balance Sheet. This ASU requires companies to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance is effective retrospectively for interim and annual periods beginning on or after January 1, 2013. We anticipate that the adoption of this guidance will have minimal impact to our current disclosures.

New Accounting Policies

As a result of acquiring a controlling interest in CVR Energy, Inc. ("CVR"), we have the following new accounting policies with respect to CVR, comprising our Energy segment.

Inventories - Energy

Our Energy segment inventories consist primarily of domestic and foreign crude oil, blending stock and components, work in progress, fertilizer products, and refined fuels and by-products. Inventories are valued at the lower of the first-in, first-out ("FIFO") cost, or market for fertilizer products, refined fuels and by-products for all periods presented. Refinery unfinished and finished products inventory values were determined using the ability-to-bear process, whereby raw materials and production costs are allocated to work-in-process and finished goods based on their relative fair values. Other inventories, including other raw materials, spare parts and supplies, are valued at the lower of moving-average cost, which approximates FIFO, or market. The cost of inventories includes inbound freight costs.

Planned Major Maintenance Costs - Energy

The direct-expense method of accounting is used for planned major maintenance activities for our Energy segment. Maintenance costs are recognized as expense when maintenance services are performed. During the year ended December 31, 2011, the Coffeyville refinery completed the first phase of a two-phase major scheduled turnaround; during the first quarter of ~~fiscal~~ 2012, the Coffeyville refinery completed the second phase of the two-phase major scheduled turnaround. During the year ended December 31, 2010, the nitrogen fertilizer plant completed a major scheduled turnaround. Planned major maintenance costs are included in cost of goods sold in our consolidated financial statements when incurred. Planned major maintenance costs of $213 million were incurred for the period May 5, 2012 through ~~June~~ September 30, 2012. Planned major maintenance activities for the nitrogen plant generally occur every two years. The required frequency of the maintenance varies by unit, for the refineries, but generally is every four to five years. The nitrogen fertilizer plants' and the Wynnewood refinery's next major maintenance activities are both scheduled for the fourth quarter of ~~fiscal~~ 2012.

Revenue Recognition - Energy

For our Energy segment, revenues for products sold are recorded upon delivery of the products to customers, which is the point at which title is transferred, the customer has the assumed risk of loss, and when payment has been received or collection is reasonably assumed. Deferred revenue represents customer prepayments under contracts to guarantee a price and supply of nitrogen fertilizer in quantities expected to be delivered in the next 12 months in the normal course of business. Excise and other taxes collected from customers and remitted to governmental authorities are not included in reported revenues.

Non-monetary product exchanges and certain buy/sell crude oil transactions which are entered into in the normal course of business are included on a net cost basis in cost of goods sold in the consolidated statement of operations.

CVR also engages in trading activities, whereby it enters into agreements to purchase and sell refined products with third parties. CVR acts as a principal in these transactions, taking title to the products in purchases from counterparties, and ~~accepting the risks and rewards of ownership. CVR records revenue for the gross amount of the sales transactions, and records cost of goods sold in our consolidated financial statements.~~

Shipping Costs - Energy

For our Energy segment, pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of goods sold.

Filing Status of Subsidiaries

Federal-Mogul Corporation (“Federal-Mogul”), CVR Energy, Inc., American Railcar Industries, Inc. (“ARI”) and Tropicana Entertainment Inc. (“Tropicana”) are each a reporting entity under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and file annual, quarterly and current reports and proxy and information statements. Each of these reports is publicly available at www.sec.gov.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

accepting the risks and rewards of ownership. CVR records revenue for the gross amount of the sales transactions, and records cost of goods sold in our consolidated financial statements.

Shipping Costs - Energy

For our Energy segment, pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of goods sold.

Filing Status of Subsidiaries

Federal-Mogul Corporation (“Federal-Mogul”), CVR, American Railcar Industries, Inc. (“ARI”) and Tropicana Entertainment Inc. (“Tropicana”) are each a public reporting entity under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and file annual, quarterly and current reports and proxy and information statements. Each of these reports is publicly available at www.sec.gov.


2.	Acquisition.

Acquisition of CVR Energy, Inc.

On April 18, 2012, IEP Energy LLC (“IEP Energy”), a majority owned subsidiary of Icahn Enterprises Holdings, and certain other affiliates of Icahn Enterprises Holdings (collectively, the “IEP Parties”), entered into a Transaction Agreement (the “Transaction Agreement”) with CVR, with respect to IEP Energy's tender offer (the “Offer”) to purchase all of the issued and outstanding shares of CVR's common stock for a price of $30 per share in cash, without interest, less any applicable withholding taxes, plus one non-transferable contingent cash payment right (the “CCP”) for each share of CVR common stock, which represents the contractual right to receive an additional cash payment per share if a definitive agreement for the sale of CVR is executed on or prior to August 18, 2013 and such transaction closes.

The Offer expired on May 4, 2012. On May 7, 2012, we announced the results of the Offer. A total of 48,112,317 shares of CVR common stock were validly tendered for $30 per share plus one CCP. As all of the terms and conditions of the Offer had been satisfied, IEP Energy accepted for payment all of the tendered shares, which represented approximately 55% of the outstanding shares of CVR common stock. Following the purchase of these shares, the IEP Parties owned approximately 70% of the outstanding shares of CVR common stock. Subsequent to the expiration of the Offer on May 4, 2012, IEP Energy extended the Offer through May 18, 2012. As a result of the extension of the Offer and subsequent additional purchases of CVR common stock by IEP Energy, the IEP Parties increased their ownership in CVR. In May 2012, certain affiliates of Carl C. Icahn, excluding Icahn Enterprises, contributed their shares of CVR common stock for their proportionate share of IEP Energy. In August 2012, affiliates of Mr. Icahn contributed their interest in IEP Energy to Icahn Enterprises in exchange for its depositary units. See Note 4, "Related Party Transactions-Energy" for further discussion regarding this transaction. As of ~~June~~September 30, 2012, IEP Energy owned approximately 82.0% of the total outstanding common stock of CVR.

Pursuant to the Transaction Agreement, for a period of 60 days CVR solicited proposals or offers from third parties to acquire it. The 60-day period began on May 24, 2012 and ended on July 23, 2012 without any qualifying offers.

Certain affiliates of Carl C. Icahn, excluding Icahn Enterprises, contributed their shares of CVR common stock for their proportionate share of IEP Energy, and as a result own approximately 6.4% of IEP Energy as of June 30, 2012.

CVR is an independent petroleum refiner and marketer of high value transportation fuels in the mid-continental United States. CVR operates under two business units: petroleum and nitrogen fertilizer. See Note 3, "Operating Units-Energy," for further discussion regarding CVR.

For the ~~six~~nine months ended ~~June~~September 30, 2012, we recognized ~~less~~approximately ~~than~~ $1 million in transaction fees that are included in selling, general and administrative in our consolidated statements of operations. These costs primarily relate to legal, accounting and other professional fees incurred since the first quarter of ~~fiscal~~ 2012 when we announced our intention to acquire a controlling interest in CVR.

Purchase Price Allocation

In accordance with FASB ASC Topic 805, Business Combinations, the application of purchase accounting requires that the total purchase price be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date, with amounts exceeding the fair values recorded as goodwill. If the fair value of the assets acquired and liabilities assumed exceeds the fair value of the consideration given, a bargain purchase has occurred which is recorded as a gain on acquisition. The allocation process requires, among other things, an analysis of acquired fixed assets, contracts and contingencies to identify and record the fair value of all assets acquired and liabilities assumed. We utilized a third-party appraiser to assist us in allocating the purchase price to the fair value of the assets acquired and liabilities assumed.

Estimates of fair value are based on industry data and trends and by reference to relevant market rates and transactions, and discounted cash flow valuation methods, among other factors. The foregoing estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond our reasonable control. The preliminary allocation of the fair value of the assets acquired is subject to additional adjustment to provide us with adequate time to complete the valuation of CVR's assets and liabilities.

The acquisition-date fair value of the equity interest in CVR held by IEP Energy immediately before May 4, 2012, the acquisition date, was $378 million based on a stock price of $30.05 per share of CVR common stock. We recognized a loss of less than $1 million as a result of remeasuring to fair value the equity interest in CVR held by IEP Energy.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~offers~~contingencies ~~from third parties~~ to ~~acquire~~identify ~~it. The~~and ~~60-day~~record ~~period~~the ~~began~~fair onvalue ~~May~~of ~~24,~~all ~~2012~~assets acquired and ~~ended~~liabilities ~~on July 23, 2012 without any qualifying offers~~assumed. ~~Based~~ onWe ~~this,~~utilized wea ~~concluded~~third-party ~~that~~appraiser ~~it is highly unlikely that potential acquirers will be identified who will be able~~ to ~~consummate~~assist aus ~~transaction at a price per share high enough~~ in allocating the ~~requisite~~purchase ~~time~~price ~~period in order~~ to ~~trigger payment of~~ the ~~CCP. Based~~fair ~~on the foregoing considerations, the~~ value of the ~~CCP~~assets ~~was~~acquired ~~deemed~~and toliabilities ~~be immaterial~~assumed.

In measuring the fair value of the CCP, we analyzed varying scenarios in both a closed-form model as well as a Monte Carlo simulation. As noted above, pursuant to the Transaction Agreement, for a period of 60 days CVR solicited proposals or offers from third parties to acquire it. The 60-day period began on May 24, 2012 and ended on July 23, 2012 without any qualifying offers. Based on this, we concluded that it is highly unlikely that potential acquirers will be identified who will be able to consummate a transaction at a price per share high enough in the requisite time period in order to trigger payment of the CCP. Based on the foregoing considerations, the value of the CCP was deemed to be immaterial.

Prior to obtaining a controlling interest in CVR on May 4, 2012, we recorded net gains of approximately $102 million for the period January 1, 2012 through May 3, 2012 attributable to our ownership of CVR common stock. Such amounts are included in net gain from investment activities in our consolidated statements of operations.

The goodwill of $894 million arising from the acquisition is largely due to certain CVR factors, including CVR's location attributes, trained and assembled workforce, and a deferred tax liability offset adjustment, which arises from the nature of the stock transaction. Specifically related to locational attributes, CVR is an inland refiner that buys the majority of its crude oil at prices linked to the West Texas Intermediate benchmark and then sells gasoline at prices based on global benchmarks like the North Sea Brent crude. This is beneficial to CVR because oil production in the North American heartland is rising faster than the inland crude can be piped to available refiners; this oversupply has benefited the gross margins of Midwestern refiners such as CVR. Based on the results of our preliminary purchase price allocation of CVR, goodwill of $652 million and $242 million was allocated to our Energy segment's petroleum and fertilizer reporting units, respectively. The allocation of goodwill to our Energy segment's reporting units will be subject to additional adjustments as we finalize our purchase price allocation. None of the goodwill recognized is deductible for income tax purposes.

The fair value of the non-controlling interest in CVR Partners LP ("CVR LP") was estimated by applying a form of the income approach. Key assumptions include growth rates and discount rates that ultimately result in a terminal value of approximately 6.5 times terminal earnings before interest, taxes, depreciation and amortization, which is consistent with the financial multiples observed for entities deemed similar to CVR LP. We determined that adjustments to pro-rata value related to lack of control or lack of marketability attributes that market participants may consider when estimating the fair value of the non-controlling interest in CVR LP are immaterial. This is due to the fact that CVR LP is a publicly traded entity that is operated in an efficient manner by an experienced management team and we do not believe that there is a material difference between controlling and non-controlling cash flows in the instant case.

The following table summarizes the consideration paid for CVR and amounts of the estimated fair values of identifiable assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in CVR as of May 4, 2012:

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)



	May 4, 2012
	(in millions)
Cash paid for acquisition of CVR	$	1,754
IEP Parties equity interest in CVR prior to acquisition of controlling interest⁽¹⁾	378
Total purchase price	$	2,132

Preliminary purchase price allocation:
Property, plant and equipment	$	2,587
Intangible assets	358
Debt	(912		)
Deferred tax liabilities	(827		)
Other assets and liabilities, net	805
Fair value of identifiable net assets acquired	2,011
Fair value of non-controlling interests	(773		)
Goodwill	894
	$	2,132

⁽¹⁾Based on the Offer price of $30 per share of CVR common stock.

Unaudited Pro Forma Financial Information

10The summary unaudited pro forma financial information presented below for the nine months ended September 30, 2012 and 2011 give effect to the CVR acquisition as if it had occurred on January 1, 2011. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. On December 15, 2011, CVR completed the acquisition of all the issued and outstanding shares of the Gary-Williams Energy Corporation ("GWEC"), including its two wholly owned subsidiaries (the "Wynnewood Acquisition"). The Wynnewood Acquisition was accounted for under the purchase method of accounting and, as such, CVR's results of operations include GWEC's results from operations from the periods commencing December 16, 2011. The unaudited pro forma condensed financial information presented below include the historical results of operations of CVR for the nine months ended September 30, 2011 as adjusted for the pro forma effects of the acquisition of GWEC by CVR as if CVR had acquired GWEC on January 1, 2011. The unaudited pro forma financial information do not necessarily represent what would have occurred if the transaction had taken place in the respective periods and should not be taken as representative of our future consolidated results of operations.



	Nine Months Ended September 30,
	2012		2011
	(in millions)
Revenues	$	14,050	$	14,588
Net income	590		1,490
Net income attributable to Icahn Enterprises Holdings	354		776

Other Acquisition

In June 2012, Federal-Mogul entered into a definitive agreement to purchase the BERU spark plug business from BorgWarner, Inc. These spark plugs are manufactured in France and Germany and are sold to European original equipment manufacturers. The purchase was finalized at the end of September 2012 for $52 million, net of acquired cash. Federal-Mogul has performed a preliminary allocation of the purchase price in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) Topic 805, Business Combinations. Federal-Mogul is utilizing a third party to assist in the fair value determination of certain components of the purchase price allocation, namely fixed assets and intangible assets. Federal-Mogul has preliminarily recorded $20 million of goodwill associated with this acquisition.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

The summary unaudited pro forma financial information presented below for the six months ended June 30, 2012 and 2011 give effect to the CVR acquisition as if it had occurred on January 1, 2011. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. On December 15, 2011, CVR completed the acquisition of all the issued and outstanding shares of the Gary-Williams Energy Corporation ("GWEC"), including its two wholly owned subsidiaries (the "Wynnewood Acquisition"). The Wynnewood Acquisition was accounted for under the purchase method of accounting and, as such, CVR's results of operations include GWEC's results from operations from the periods commencing December 16, 2011. The unaudited pro forma condensed financial information presented below include the historical results of operations of CVR for the six months ended June 30, 2011 as adjusted for the pro forma effects of the acquisition of GWEC by CVR as if CVR had acquired GWEC on January 1, 2011. The unaudited pro forma financial information do not necessarily represent what would have occurred if the transaction had taken place in the respective periods and should not be taken as representative of our future consolidated results of operations.

	Six months ended June 30,
	2012		2011
	(in millions)
Revenues	$	9,547	$	10,061
Net income	490		1,385
Net income attributable to Icahn Enterprises Holdings	262		682


3.	Operating Units.

Investment

Icahn Onshore LP (the “Onshore GP”) and Icahn Offshore LP (the “Offshore GP” and, together with the Onshore GP, the “General Partners”) act as general partner of Icahn Partners LP (the “Onshore Fund”) and the Offshore Master Funds (as defined herein), respectively. The General Partners provide investment advisory and certain administrative and back office services to the Investment Funds (as defined below) but do not provide such services to any other entities, individuals or accounts. Interests in the Investment Funds had been previously offered only to certain sophisticated and qualified investors on the basis of exemptions from the registration requirements of the federal securities laws and were not (and still are not) publicly available. The “Offshore Master Funds” consist of (i) Icahn Partners Master Fund LP ("Master Fund I"), (ii) Icahn Partners Master Fund II LP ("Master Fund II") and (iii) Icahn Partners Master Fund III LP ("Master Fund III"). The Onshore Fund and the Offshore Master Funds are collectively referred to herein as the “Investment Funds.” In addition, as discussed elsewhere in this Quarterly Report on Form 10-Q, the “Offshore Funds” consist of (i) Icahn Fund Ltd., (ii) Icahn Fund II Ltd. and (iii) Icahn Fund III Ltd.

Prior to March 31, 2011, our Investment segment's revenues were affected by the combination of fee-paying assets under management (“AUM”) and the investment performance of the Investment Funds. The General Partners were entitled to receive an incentive allocation and special profits interest allocation from the Investment Funds which were accrued on a quarterly basis and were allocated to the General Partners at the end of the Investment Funds' fiscal year (or sooner on redemptions) assuming there were sufficient net profits to cover such amounts. As a result of the return of fee-paying capital as described below, no further incentive allocations or special profits interest allocations will accrue for periods subsequent to March 31, 2011.

As more fully disclosed in a letter to investors in the Investment Funds filed with the SEC on Form 8-K by Icahn Enterprises on March 7, 2011, the Investment Funds returned all fee-paying capital to their investors during ~~fiscal~~ 2011. Payments were funded through cash on hand and borrowings under existing credit lines.

As a result of returning fee-paying capital to its investors on March 31, 2011, each of the Investment Funds no longer meets the criteria of an investment company as set forth in FASB ASC Paragraph 946-10-15-2, Financial Services-Investment Companies, and, therefore, the application of FASB ASC Section 946-810-45, Financial Services-Investment Companies-Consolidation, is no longer applicable effective March 31, 2011. This change has no material effect on our consolidated financial statements as the Investment Funds would account for their investments as trading securities pursuant to FASB ASC Topic 320, Investments-Debt and Equity Securities, effective March 31, 2011. For those investments that fall outside the scope of FASB ASC Topic 320, or for those investments in which the Investment Funds would otherwise have been required to account for under the equity method, the Investment Funds apply the fair value option to such investments. See Note 5, "Investments and Related Matters-Investment," for further discussion regarding this reconsideration event and its consolidation impact.

11As a result of the return of fee-paying capital as described above, a special profits interest allocation of $9 million and an incentive allocation of $7 million were allocated to the General Partners at March 31, 2011. No further special profits interest allocation or incentive allocation will accrue in periods subsequent to March 31, 2011.

On July 1, 2012, we made an additional investment of $300 million in the Investment Funds. The fair value of our interest in the Investment Funds was approximately $2.3 billion and $3.1 billion as of September 30, 2012 and December 31, 2011, respectively.

Sargon co-manager agreements

On April 1, 2010, Icahn Enterprises and Icahn Capital, a wholly owned indirect subsidiary of Icahn Enterprises, entered into a co-manager agreement with Brett Icahn, the son of Carl C. Icahn. At that time Icahn Capital also entered into a co-manager agreement on the same terms with David Schechter (such co-manager agreements, collectively the ''Icahn Enterprises Co-Manager Agreements''). Under the Co-Manager Agreements, each of Brett Icahn and David Schechter serves as a co-portfolio manager of the Sargon Portfolio, a designated portfolio of assets within the various private investment funds comprising Icahn Enterprises' Investment segment, including the Onshore Fund, Master Fund I, Master Fund II and Master Fund III, subject to the supervision and control of Icahn Capital and Carl Icahn. Icahn Capital owns the general partners of the Investment Funds.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~account~~Subject ~~for~~to ~~under~~the terms of the ~~equity~~Co-Manager ~~method~~Agreements, ~~the~~on ~~Investment~~March ~~Funds~~31, ~~apply~~2013, ~~the~~each ~~fair~~of ~~value~~Brett ~~option~~Icahn and David Schechter will be entitled to ~~such~~a ~~investments. See~~one-time ~~Note~~lump sum payment equal to 5,.1% ~~"Investments~~of ~~and~~the ~~Related~~profit ~~Matters~~(as defined in the Co-~~Investment~~Manager Agreements) generated by the Sargon Portfolio over a hurdle rate of return," ~~for~~minus ~~further~~certain ~~discussion~~costs ~~regarding~~(the ~~this~~''Final ~~reconsideration~~Payment''). ~~event~~Other ~~and~~than ~~its~~the ~~consolidation~~Final ~~impact~~Payment, neither Brett Icahn nor David Schechter is entitled to receive from us any other compensation (including any salary or bonus) in respect of services provided pursuant to the Co-Manager Agreements.

AsOn aJuly ~~result~~24 2012, (i) Icahn Enterprises and Icahn Capital entered into amendments to each of the ~~return~~Co-Manager Agreements with each of ~~fee~~Brett Icahn and David Schechter (the “Amended Icahn Enterprises Co-~~paying~~Manager ~~capital~~Agreements”), and (ii) High River Limited Partnership (''High River''), an affiliate of Carl C. Icahn, entered into new co-manger agreements with each of Brett Icahn and David Schechter (such co-manager agreements, collectively the ''High River Co-Manager Agreements,'' and together with the Amended Icahn Enterprises Co-Manager Agreements, the “New Co-Manager Agreements”). The New Co- Manager Agreements are effective as ~~described~~of ~~above~~August 1, a2012. ~~special~~Pursuant ~~profits~~to ~~interest~~the ~~allocation~~New Co-Manager Agreements, subject to the supervision and control of $9Icahn ~~million~~Capital and anCarl ~~incentive~~Icahn, ~~allocation~~the Investment Funds and High River, would make available up to an aggregate of $73 ~~million~~billion ~~were~~(to ~~allocated~~be provided approximately 80% by the Investment Funds and 20% by High River) for management within the Sargon Portfolio over a four-year term and each of Brett Icahn and David Schechter would be entitled, subject to the ~~General~~terms ~~Partners~~of atthe ~~March~~New 31Co-Manager Agreements, ~~2011. No~~to ~~further~~a ~~special~~one-time ~~profits~~lump ~~interest~~sum ~~allocation~~payment orat ~~incentive~~the ~~allocation~~end ~~will~~of ~~accrue~~such infour-year ~~periods~~period, ~~subsequent~~equal to ~~March~~7.5% 31of the profit generated by the portfolio over a hurdle rate of return, ~~2011~~minus certain costs (payable by each of the Investment Funds and High River based upon their respective profits).

The fair value of our interest in the Investment Funds was approximately $2.1 billion and $3.1 billion as of June 30, 2012 and December 31, 2011, respectively.

Automotive

We conduct our Automotive segment through our majority ownership in Federal-Mogul. Federal-Mogul is a leading global supplier of technology and innovation in vehicle and industrial products for fuel economy, emissions reduction, alternative energies, environment and safety systems. Federal-Mogul serves the world's foremost original equipment manufacturers (“OEM”) and servicers (“OEOES”) of automotive, light, medium and heavy-duty commercial vehicles, off-road, agricultural, marine, rail, aerospace, power generation and industrial equipment (collectively, “OE”), as well as the worldwide aftermarket. As Federal-Mogul seeks to participate in both of ~~June 30~~these markets by leveraging its original equipment product engineering and development capability, ~~2012~~manufacturing know-how, and expertise in managing a broad and deep range of replacement parts to service the aftermarket. Federal-Mogul ~~was~~believes ~~organized~~that ~~into~~it ~~four~~is ~~product~~uniquely ~~groups:~~positioned ~~Powertrain~~to ~~Energy~~effectively ~~("PTE"),~~manage ~~Powertrain~~the ~~Sealing~~life ~~and~~cycle ~~Bearings~~of ~~("PTSB"),~~a ~~Vehicle~~broad ~~Safety~~range ~~and~~of ~~Protection~~products ~~("VSP")~~to ~~and~~a ~~Global~~diverse ~~Aftermarket~~customer base.

As of June 30, 2012, we owned approximately 77.2% of the total outstanding common stock of Federal-Mogul.

As previously announced, the board of directors of Federal-Mogul decided to segment Federal-Mogul's operating businesses into two separate and independent divisions. One division will focus primarily on the manufacture and sale of powertrain products to original equipment manufacturers while the other will consist of Federal-Mogul's global aftermarket as well as its brake, chassis and wipers businesses. Federal-Mogul has initiated several actions in connection with the creation of the two operating divisions, including the hiring of a new Chief Executive Officer for the aftermarket division and the identification of facilities that will be managed by each division.

Federal-Mogul's customers include the world's largest light and commercial vehicle OEs and major distributors and retailers in the independent aftermarket. Federal-Mogul has operations in established markets including Canada, France, Germany, Italy, Japan, Spain, Sweden, the United Kingdom and the United States, and developing markets including Argentina, Brazil, China, Czech Republic, Hungary, India, Korea, Mexico, Poland, Russia, South Africa, Thailand, Turkey and Venezuela. The attendant risks of Federal-Mogul's international operations are primarily related to currency fluctuations, changes in local economic and political conditions and changes in laws and regulations.

Effective September 1, 2012, Federal-Mogul began operating with two end-customer focused business units. The Powertrain (or “PT”) business unit focuses on original equipment products for automotive, heavy duty and industrial applications. The Vehicle Components Solutions (or “VCS”) business unit sells and distributes a broad portfolio of products in the global aftermarket, while also serving original equipment manufacturers with products including braking, chassis, wipers and other vehicle components. The new organizational model allows for a strong product line focus benefiting both original equipment and aftermarket customers and will enable the global Federal-Mogul teams to be responsive to customers' needs for superior products and to promote greater identification with Federal-Mogul premium brands. The division of the global Federal-Mogul business into two business units is expected to enhance management focus to capitalize on opportunities for organic or acquisition growth, profit improvement, resource utilization and business model optimization in line with the unique requirements of the two different customer bases.

As of September 30, 2012, we owned approximately 77.6% of the total outstanding common stock of Federal-Mogul.

Accounts Receivable, net

Federal-Mogul's subsidiaries in Brazil, France, Germany, Italy, Japan and the United States are party to accounts receivable factoring and securitization facilities. Gross accounts receivable transferred under these facilities were $~~207~~187 million and $203 million as of ~~June~~September 30, 2012 and December 31, 2011, respectively. Of those gross amounts, $~~207~~187 million and $202 million, respectively, qualify as sales as defined in FASB ASC Topic 860, Transfers and Servicing. The remaining transferred receivables were pledged as collateral and accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and debt. Under the terms of these facilities, Federal-Mogul is not obligated to draw cash immediately upon the transfer of accounts receivable. As of both June 30, 2012 and December 31, 2011, Federal-Mogul had no outstanding transferred receivables for which cash had not yet been drawn. Proceeds from the transfers of accounts receivable qualifying as sales were $363 million and $510 million for the three months ended June 30, 2012 and 2011, respectively, and $776 million and $923 million for the six months ended June 30, 2012 and 2011, respectively.

For the three months ended June 30, 2012 and 2011, expenses associated with transfers of receivables were $2 million and $3 million, respectively, and were recorded in the consolidated statements of operations within other (loss) income, net. For the six months ended June 30, 2012 and 2011, expenses associated with transfers of receivables were $3 million and $5 million, respectively. Where Federal-Mogul receives a fee to service and monitor these transferred receivables, such fees are sufficient to offset the costs and as such, a servicing asset or liability is not incurred as a result of such activities. Certain of the facilities contain terms that require Federal-Mogul to share in the credit risk of the sold receivables. The maximum exposures to Federal-Mogul associated with certain of these facilities' terms were $23 million for each of June 30, 2012 and December 31, 2011. Based on Federal-Mogul's analysis of the creditworthiness of its customers on which such receivables were sold and outstanding as of June 30, 2012 and December 31, 2011, Federal-Mogul estimated the loss to be immaterial.13

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

transferred receivables were pledged as collateral and accounted for as secured borrowings and recorded in the consolidated balance sheets within accounts receivable, net and debt. Under the terms of these facilities, Federal-Mogul is not obligated to draw cash immediately upon the transfer of accounts receivable. As of both September 30, 2012 and December 31, 2011, Federal-Mogul had no outstanding transferred receivables for which cash had not yet been drawn. Proceeds from the transfers of accounts receivable qualifying as sales were $335 million and $412 million for the three months ended September 30, 2012 and 2011, respectively, and approximately $1.1 billion and $1.3 billion for the nine months ended September 30, 2012 and 2011, respectively.

For the three months ended September 30, 2012 and 2011, expenses associated with transfers of receivables were $1 million and $2 million, respectively, and were recorded in the consolidated statements of operations within other (loss) income, net. For the nine months ended September 30, 2012 and 2011, expenses associated with transfers of receivables were $5 million and $7 million, respectively. Where Federal-Mogul receives a fee to service and monitor these transferred receivables, such fees are sufficient to offset the costs and as such, a servicing asset or liability is not incurred as a result of such activities. Certain of the facilities contain terms that require Federal-Mogul to share in the credit risk of the sold receivables. The maximum exposures to Federal-Mogul associated with certain of these facilities' terms were $19 million and $23 million September 30, 2012 and December 31, 2011, respectively. Based on Federal-Mogul's analysis of the creditworthiness of its customers on which such receivables were sold and outstanding as of September 30, 2012 and December 31, 2011, Federal-Mogul estimated the loss to be immaterial.

Restructuring

During the three months ended ~~June~~September 30, 2012 and 2011, Federal-Mogul recorded $85 million and $03 million in restructuring charges, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, Federal-Mogul recorded $1419 million and $14 million in restructuring charges, respectively. AsThe ~~discussed~~total ~~below, the~~ restructuring charges for the three months ended ~~June~~September 30, 2012 consist of employee-related costs ~~related~~and towas aprimarily ~~restructuring~~related ~~plan~~to ~~("Restructuring~~corporate ~~2012")~~headcount ~~announced~~reduction ~~in June 2012~~actions. The total restructuring charges for the ~~six~~nine months ended ~~June~~September 30, 2012 consist of employee costs ~~related to Restructuring 2012~~ and headcount reduction actions associated with the aftermarket. and corporate unit.

In June 2012, Federal-Mogul announced a restructuring plan ("Restructuring 2012") to reduce or eliminate capacity at several high-cost ~~VSP~~VCS facilities and transfer production to lower-cost locations. Restructuring 2012 is anticipated to be completed within two years. In connection with the initial phase of Restructuring 2012, Federal-Mogul recorded $8 million in restructuring charges for the nine months ended September 30, 2012, all of which pertain to employee costs. Federal-Mogul expects to incur restructuring charges related to Restructuring 2012 totaling approximately $4237 million, of which $3126 million relate to employee costs and $11 million relate to facility costs.

Thailand Manufacturing Facility Flood

In October 2011, a flood occurred at one of Federal-Mogul's manufacturing facilities in Ayutthaya, Thailand. This facility was partially submerged in the flood waters for a period of approximately six weeks, resulting in extensive damage to the facility and the loss of substantially all of its related equipment and inventory. A substantial portion of operations at the facility is currently suspended.

In addition to other coverage, Federal-Mogul believes its insurance policies provide for replacement of damaged property, sales value of destroyed inventory, reimbursement for losses due to interruption of business operations and reimbursement of expenditures incurred to restore operations. In February and April 2012, Federal-Mogul received $25 million and $5 million, respectively, in cash advances from its insurance carrier related to the flooding. Federal-Mogul has insurance recoverables of $0 million and $21 million recorded as of ~~June~~September 30, 2012 and December 31, 2011, respectively, which are included in other assets on our consolidated balance sheets.

Pending Acquisition

On July 2, 2012, Federal-Mogul announced a definitive agreement to purchase the BERU spark plug business from BorgWarner Inc. This transaction is currently pending customary closing conditions and consultations, including competition authorities. This pending acquisition will add approximately $80 million in annualized sales to our Automotive segment.

Energy

We conduct our Energy segment through our majority ownership in CVR. We acquired a controlling interest in CVR on May 4, 2012. Refer to Note 2, "Acquisition," for further details. CVR is an independent petroleum refiner and marketer of high value transportation fuels in the mid-continental United States. CVR operates under two business units: petroleum and nitrogen fertilizer. In addition, CVR owns the general partner and approximately 70% of the common units of CVR LP, a publicly traded limited partnership that is an independent producer and marketer of upgraded nitrogen fertilizers in the form of ammonia and urea ammonia nitrate, or UAN.

~~As of June 30, 2012, Icahn Enterprises Holdings owns 76.8% of the total outstanding common stock of CVR.~~14

The following CVR entities are referenced elsewhere in this Quarterly Report on Form 10-Q: Coffeyville Resources, LLC ("CRLLC"); Coffeyville Resources Refining & Marketing, LLC ("CRRM") and Coffeyville Resources Nitrogen Fertilizers, LLC ("CRNF").

Petroleum business. CVR's petroleum business includes a 115,000 bpd complex full coking medium-sour crude oil refinery in Coffeyville, Kansas and a 70,000 bpd crude oil unit refinery in Wynnewood, Oklahoma. In addition, CVR's supporting businesses include (1) a crude oil gathering system with a gathering capacity of approximately 40,000 bpd serving Kansas, Oklahoma, western Missouri, southwestern Nebraska and Texas, (2) a rack marketing division supplying product through tanker trucks directly to customers located in close geographic proximity to Coffeyville, Kansas and Wynnewood, Oklahoma and at throughput terminals on Magellan and NuStar Energy, LP's ("NuStar") refined products distribution systems, (3) a 145,000 bpd pipeline system (supported by approximately 350 miles of CVR's owned and leased pipeline) that transports crude oil to its Coffeyville refinery from its Broome Station tank farm and associated crude oil storage tanks with a capacity of 1.2 million barrels, (4) crude oil storage tanks with a capacity of 0.5 million barrels in Wynnewood, Oklahoma, (5) an additional 3.3 million barrels of leased storage capacity located in Cushing, Oklahoma and other locations and (6) 1.0 million barrels of company owned crude oil storage in Cushing, Oklahoma.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~CVR's~~During ~~Coffeyville~~the ~~refinery~~third isquarter ~~situated approximately 100 miles northeast~~ of ~~Cushing~~2012, ~~Oklahoma, one of the largest crude oil trading and storage hubs~~ in ~~the~~contemplation ~~United States and its Wynnewood refinery is approximately 130 miles southwest~~ of ~~Cushing.~~an ~~Cushing~~initial ispublic ~~supplied~~offering, byCoffeyville ~~numerous~~Resources, ~~pipelines~~LLC ~~from~~("CRLLC") ~~U.S.~~formed ~~domestic~~CVR ~~locations~~Refining ~~including~~Holdings, ~~Canada. The~~LLC, ~~early~~which ~~June~~in ~~2012~~turn ~~reversal~~formed ofCVR ~~the~~Refining ~~Seaway Pipeline that now flows from Cushing~~GP, ~~OK to the U~~LLC. S.CVR ~~Gulf~~Refining ~~Coast~~Holdings, ~~has~~LLC ~~eliminated~~and CVR's ~~ability~~Refining toGP, ~~source~~LLC ~~foreign~~formed ~~waterborne~~CVR ~~crude~~Refining, ~~oil~~LP ~~from around~~ (the ~~world,~~“Refining asPartnership”) ~~well~~which asissued ~~deepwater~~them ~~U.S.~~a ~~Gulf~~100% oflimited ~~Mexico~~partnership ~~produced~~interest ~~sweet~~ and ~~sour~~a ~~crude~~non-economic ~~oil~~general ~~grades. In~~partner ~~addition~~interest, torespectively. ~~rack~~CVR ~~sales~~Refining ~~(sales~~Holdings, ~~which~~LLC ~~are~~formed ~~made~~CVR ~~at terminals into third party tanker trucks)~~Refining, ~~CVR~~LLC ~~makes~~and ~~bulk~~CRLLC ~~sales~~contributed ~~(sales~~its ~~through~~petroleum ~~third~~and ~~party~~logistics ~~pipelines)~~subsidiaries ~~into~~in ~~the~~October ~~mid-continent~~2012, ~~markets~~as ~~via~~well ~~Magellan~~as ~~and~~its ~~into~~equity ~~Colorado~~interests ~~and~~in ~~other~~Coffeyville ~~destinations~~Finance ~~utilizing the product pipeline networks owned by Magellan~~Inc., ~~Enterprise~~to ~~Products~~CVR ~~Operating~~Refining, ~~L.P.,~~ ~~and NuStar~~LLC.

~~Crude~~On ~~oil~~October is1, ~~supplied~~2012, tothe ~~CVR's~~Refining ~~Coffeyville~~Partnership ~~refinery~~filed ~~through its gathering system and by~~ a ~~Plains~~registration ~~pipeline~~statement ~~from Cushing, Oklahoma. CVR maintains capacity~~ on ~~the~~Form ~~Spearhead~~S-1 ~~and Keystone pipelines from Canada~~ to ~~Cushing.~~effect ~~CVR~~an ~~also~~initial ~~maintains~~public ~~leased~~offering ~~storage~~of inits ~~Cushing~~common tounits ~~facilitate~~representing ~~optimal~~limited ~~crude~~partner ~~oil~~interests ~~purchasing~~(the ~~and blending~~“Offering”). ~~CVR's~~The ~~Coffeyville~~number ~~refinery blend consists~~ of acommon ~~combination~~units ofto ~~crude~~be ~~oil~~sold ~~grades,~~in ~~including~~the ~~onshore~~Offering ~~and~~has ~~offshore~~not ~~domestic~~yet ~~grades,~~been ~~various Canadian medium and heavy sours and sweet synthetics~~determined. ~~CVR's~~The ~~Wynnewood~~Offering ~~refinery~~ is ~~capable~~subject ofto ~~processing~~numerous aconditions ~~variety~~including, ofwithout ~~crudes~~limitation, ~~including~~market ~~West~~conditions, ~~Texas sour~~pricing, ~~West~~regulatory ~~Texas Intermediate~~approvals, ~~sweet~~including ~~and~~clearance ~~sour~~from ~~Canadian~~the ~~and~~SEC, ~~other~~compliance ~~U.S.~~with ~~domestically~~contractual ~~produced~~obligations, ~~crude~~and ~~oils.~~reaching ~~The~~agreements ~~access to a variety of crude oils coupled~~ with the ~~complexity~~underwriters ofand ~~CVR's~~lenders. Note ~~refineries~~19, ~~allows~~"Subsequent ~~CVR~~Events-Energy," to ~~purchase~~the ~~crude~~for ~~oil~~additional atinformation aregarding ~~discount~~this toinitial ~~WTI~~public offering.

As of September 30, 2012, Icahn Enterprises Holdings owns 82.0% of the total outstanding common stock of CVR.

The following CVR entities are referenced elsewhere in this Quarterly Report on Form 10-Q: Coffeyville Resources Refining & Marketing, LLC ("CRRM") and Coffeyville Resources Nitrogen Fertilizers, LLC ("CRNF").

Petroleum business. CVR's petroleum business includes a 115,000 bpd complex full coking medium-sour crude oil refinery in Coffeyville, Kansas and a 70,000 bpd crude oil unit refinery in Wynnewood, Oklahoma. In addition, CVR's supporting businesses include (1) a crude oil gathering system with a gathering capacity of approximately 50,000 bpd serving Kansas, Oklahoma, western Missouri, southwestern Nebraska and Texas, (2) a rack marketing division supplying product through tanker trucks directly to customers located in close geographic proximity to Coffeyville, Kansas and Wynnewood, Oklahoma and at throughput terminals on Magellan and NuStar Energy, LP's ("NuStar") refined products distribution systems, (3) a 145,000 bpd pipeline system (supported by approximately 350 miles of CVR's owned and leased pipeline) that transports crude oil to its Coffeyville refinery from its Broome Station tank farm and associated crude oil storage tanks with a capacity of 1.2 million barrels, (4) crude oil storage tanks with a capacity of 0.5 million barrels in Wynnewood, Oklahoma, (5) an additional 3.3 million barrels of leased storage capacity located in Cushing, Oklahoma and other locations and (6) 1.0 million barrels of company owned crude oil storage in Cushing, Oklahoma.

CVR's Coffeyville refinery is situated approximately 100 miles northeast of Cushing, Oklahoma, one of the largest crude oil trading and storage hubs in the United States and its Wynnewood refinery is approximately 130 miles southwest of Cushing. Cushing is supplied by numerous pipelines from various locations including Canada. The early June 2012 reversal of the Seaway Pipeline that now flows from Cushing, OK to the U. S. Gulf Coast has eliminated CVR's ability to source foreign waterborne crude oil from around the world, as well as deep water U.S. Gulf of Mexico produced sweet and sour crude oil grades. In addition to rack sales (sales which are made at terminals into third party tanker trucks), CVR makes bulk sales (sales through third party pipelines) into the mid-continent markets via Magellan and into Colorado and other destinations utilizing the product pipeline networks owned by Magellan, Enterprise Products Operating, L.P., and NuStar.

Crude oil is supplied to CVR's Coffeyville refinery through its gathering system and by a Plains pipeline from Cushing, Oklahoma. CVR maintains capacity on the Spearhead and Keystone pipelines from Canada to Cushing. CVR also maintains leased storage in Cushing to facilitate optimal crude oil purchasing and blending. CVR's Coffeyville refinery blend consists of a combination of crude oil grades, including onshore and offshore domestic grades, various Canadian medium and heavy sours and sweet synthetics. CVR's Wynnewood refinery is capable of processing a variety of crude oils, including West Texas sour, West Texas Intermediate, sweet and sour Canadian and other U.S. domestically produced crude oils. The access to a variety of crude oils coupled with the complexity of CVR's refineries allows CVR to purchase crude oil at a discount to WTI.

On August 31, 2012, CRRM, an indirect, wholly-owned subsidiary of CVR Energy, and Vitol Inc. (“Vitol”), entered into an Amended and Restated Crude Oil Supply Agreement (the “Vitol Agreement”). The Vitol Agreement amends and restates the Crude Oil Supply Agreement between CRRM and Vitol dated March 30, 2011, as amended (the “Previous Supply Agreement”). The terms of the Vitol Agreement provide that CRRM will obtain all of the crude oil for the Company's two oil refineries through Vitol, other than crude oil that CRRM acquires in Kansas, Missouri, North Dakota, Oklahoma, Texas, Wyoming and all states adjacent to such states and crude oil that is transported in whole or in part via railcar or truck. Pursuant to the Vitol Agreement, CRRM and Vitol work together to identify crude oil and pricing terms that meet CRRM's crude oil requirements. CRRM and/or Vitol negotiate the cost of each barrel of crude oil that is purchased from third party crude oil suppliers. Vitol purchases all such crude oil, executes all third party sourcing transactions and provides transportation and other

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

logistical services for the subject crude oil. Vitol then sells such crude oil and delivers the same to CRRM. Title and risk of loss for all crude oil purchased by CRRM via the Vitol Agreement passes to CRRM upon delivery to one of the Company's delivery points designated in the Vitol Agreement. CRRM pays Vitol a fixed origination fee per barrel plus the negotiated cost (including logistics costs) of each barrel of crude oil purchased. The Vitol Agreement has an initial term commencing on August 31, 2012 and extending through December 31, 2014 (the “Initial Term”). Following the Initial Term, 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 the Initial Term or any Renewal Term. Notwithstanding the foregoing, CRRM has an option to terminate the Vitol Agreement effective December 31, 2013 by providing written notice of termination to Vitol on or before May 1, 2013.

On September 28, 2012, the Wynnewood refinery experienced an explosion in a boiler unit that had been temporarily shut down as part of the turnaround process. Two employees were fatally injured. Damage at the refinery was limited to the boiler; process and other areas of the facility were unaffected. Additionally, there has been no evidence of environmental impact. The refinery was shut down for turnaround maintenance at the time of the incident. CVR immediately launched an internal investigation of the incident and continues to cooperate with U.S. Occupational Health and Safety Administration (“OSHA”) and Oklahoma Department of Labor (“ODL”) investigations.

Nitrogen fertilizer business. The nitrogen fertilizer business consists of CVR's interest in CVR LP. CVR owns the general partner of CVR LP and approximately 70% of the common units of CVR LP. The nitrogen fertilizer business consists of a nitrogen fertilizer manufacturing facility that is the only operation in North America that utilizes a petroleum coke, or pet coke, gasification process to produce nitrogen fertilizer. The facility includes a 1,225 ton-per-day ammonia unit, a 2,025 ton-per-day UAN unit and a gasifier complex having a capacity of 84 million standard cubic feet per day of hydrogen. The gasifier is a dual-train facility, with each gasifier able to function independently of the other, thereby providing redundancy and improving reliability. In 2011, the nitrogen fertilizer business produced 411,189 tons of ammonia, of which approximately 72% was upgraded into 714,130 tons of UAN.

CVR LP's growth strategy includes expanding production of UAN and acquiring additional infrastructure and production assets. CVR LP is moving forward with a significant two-year plant expansion designed to increase CVR's UAN production capacity by 400,000 tons, or approximately 50%, per year. CVR LP anticipates completion of its two-year UAN plant expansion by January 1, 2013.

The primary raw material feedstock utilized in the nitrogen fertilizer production process is pet coke, which is produced during the crude oil refining process. In contrast, substantially all of the nitrogen fertilizer business' competitors use natural gas as their primary raw material feedstock. Historically, pet coke has been significantly less expensive than natural gas on a per ton of fertilizer produced basis and pet coke prices have been more stable when compared to natural gas prices. The nitrogen fertilizer business currently purchases most of its pet coke from CRRM pursuant to a long-term agreement having an initial term that ends in 2027, subject to renewal. On average, during the past five years, over 70% of the pet coke utilized by the nitrogen fertilizer plant was produced and supplied by CVR Energy's crude oil refinery in Coffeyville.

Gaming

We conduct our Gaming segment through our majority ownership in Tropicana. Tropicana currently owns and operates a diversified, multi-jurisdictional collection of casino gaming properties. The eight casino facilities it operates feature approximately 381,000 square feet of gaming space with 7,~~128~~121 slot machines, ~~229~~233 table games and 6,045 hotel rooms with three casino facilities located in Nevada and one in each of Mississippi, Indiana, Louisiana, New Jersey and Aruba.

On March 8, 2010, (the ''Effective Date''), Tropicana completed the acquisition of certain assets of its predecessor, Tropicana Entertainment, LLC, and certain subsidiaries and affiliates thereof (together, the ''Predecessors'') and Tropicana Resort and Casino-Atlantic City (''Tropicana AC''). Such transactions, referred to as the ''Restructuring Transactions,'' were effected pursuant to the Joint Plan of Reorganization of Tropicana Entertainment, LLC (''Tropicana LLC'') and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, filed with the United States Bankruptcy Court for the District of Delaware on January 8, 2009, as amended (the ''Plan''). As a result of the Restructuring Transactions pursuant to the Plan, the Investment Funds received shares of Tropicana common stock.

On November 15, 2010, the Investment Funds acquired 668,000 additional shares of Tropicana common stock. As a result of this purchase, the Investment Funds held, in the aggregate, 13,538,446 shares of Tropicana common stock, representing approximately 51.5% of the outstanding shares of Tropicana common stock. The additional purchase of shares of ~~Tropicana common stock gave the Investment Funds a controlling interest and required us to consolidate Tropicana's financial~~

1416

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

Tropicana common stock gave the Investment Funds a controlling interest and required us to consolidate Tropicana's financial results effective November 15, 2010.

On April 29, 2011, the Investment Funds made a distribution-in-kind of 13,538,446 shares of Tropicana common stock with a value of $216 million to us in redemption of $216 million of our limited and general partner interests in the Investment Funds. The distribution transferred the ownership of the Tropicana common stock held by the Investment Funds directly to us. As a result of this transaction, we directly owned 51.5% of Tropicana's outstanding common stock. This distribution increased equity attributable to Icahn Enterprises Holdings by $27 million and decreased equity attributable to non-controlling interests by $27 million, representing the basis difference between the redemption value determined as of April 29, 2011.

In connection with Tropicana's completion of the Restructuring Transactions, Tropicana entered into a credit agreement, dated as of December 29, 2009 (the ''Exit Facility''). Each of the Investment Funds was a lender under the Exit Facility and, in the aggregate, collectively held over 50% of the loans thereunder. On June 30, 2011, the Investment Funds made a distribution-in-kind of the loans under the Exit Facility with a value of $71 million to us in redemption of $71 million of our general partner interests in the Investment Funds. The distribution transferred the ownership of the loans under the Exit Facility held by the Investment Funds directly to us. As a result of this transaction, we directly owned over 50% of the loans under the Exit Facility. In March 2012, Tropicana paid in full its Exit Facility and the Revolving Facility was canceled therewith. See Note 11, "Debt," for further discussion.

During the ~~six~~nine months ended ~~June~~September 30, 2012, we acquired additional shares of Tropicana common stock. As of ~~June~~September 30, 2012, we owned approximately 65.1% of the total outstanding common stock of Tropicana.

Railcar

We conduct our Railcar segment through our majority ownership in ARI and our indirect wholly-owned subsidiary AEP Leasing LLC ("AEP Leasing"). ARI manufactures railcars, which are offered for sale or lease, custom designed railcar parts and other industrial products, primarily aluminum and special alloy steel castings. These products are sold to various types of companies including leasing companies, railroads, industrial companies and other non-rail companies. ARI leases railcars that it manufactures to certain markets. ARI provides railcar repair and maintenance services for railcar fleets. In addition, ARI provides fleet management, maintenance, engineering and field services for railcars owned by certain customers. Such services include maintenance planning, project management, tracking and tracing, regulatory compliance, mileage audit, rolling stock taxes and online service access.

AsDuring ofthe ~~June~~nine months ended September 30, 2012 and 2011, weARI ~~owned~~had three external customers who accounted for approximately ~~55.6~~72% and 50%, respectively, of ~~the~~its total ~~outstanding~~consolidated ~~common~~net ~~stock~~sales ofand ~~ARI~~other revenues from operations.

On August 17, 2012, AEP Leasing was formed for the purpose of leasing railcars. AEP Leasing's business will be managed by American Railcar Leasing LLC ("ARL"), an entity controlled by Mr. Icahn and which also manages ARI's leasing and other businesses. AEP Leasing began purchasing railcars from ARI in the third quarter of 2012 with terms and pricing not less favorable to ARI than the terms and pricing available to unaffiliated third parties. Transactions between AEP Leasing and ARI have been eliminated in consolidation.

As of September 30, 2012, future contractual minimum rental revenues required under non-cancellable operating leases for railcars with terms longer than one year are as follows:



Remaining 2012	$	5
2013	22
2014	21
2015	18
2016	17
2017 and thereafter	21
Total	$	104

As of September 30, 2012, we owned approximately 55.6% of the total outstanding common stock of ARI.

Food Packaging

We conduct our Food Packaging segment through our majority ownership in Viskase Companies, Inc. ("Viskase"). Viskase is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry. Viskase currently operates eight manufacturing facilities and ten distribution centers throughout North America, Europe, South America and Asia and derives approximately 69% of its total net sales from customers located outside the United States. Viskase believes it is one of the two largest manufacturers of non-edible cellulosic casings for processed meats and one of the three largest manufacturers of non-edible fibrous casings. Viskase has completed the construction of a shirring plant in the Philippines to serve the Asian market. The plant is operating on a limited basis and will be scaled up over several years in accordance with our growth expectations for the Asian market. The 2012 capital investment, including machinery, was $5 million for the Philippines project, with a total capital investment to date of $11 million on the project. We anticipate that an additional $5 million of equipment will be added during the remainder of fiscal 2012 through the year ending December 31, 2016. 17

As of June 30, 2012, we owned approximately 71.4% of the total outstanding common stock of Viskase.

Metals

We conduct our Metals segment through our indirect wholly owned subsidiary, PSC Metals, Inc. (“PSC Metals”). PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers including electric-arc furnace mills, integrated steel mills, foundries, secondary smelters and metals brokers. PSC Metals' ferrous products include busheling, plate and structural, shredded, sheared and bundled scrap metal and other purchased scrap metal such as turnings (steel machining fragments), cast furnace iron and broken furnace iron. PSC Metals processes the scrap into a size, density and purity required by customers to meet their production needs. PSC Metals also processes non-ferrous metals including aluminum, copper, brass, stainless steel and nickel-bearing metals. Non-ferrous products are a significant raw material in the production of aluminum and copper alloys used in manufacturing. PSC Metals

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~also~~We ~~operates~~conduct aour ~~steel~~Food ~~products~~Packaging ~~business~~segment ~~that~~through ~~includes~~our majority ownership in Viskase Companies, Inc. ("Viskase"). Viskase is a worldwide leader in the ~~supply~~production and sale of ~~secondary~~cellulosic, ~~plate~~fibrous and ~~structural~~plastic ~~grade~~casings ~~pipe~~for ~~that~~the processed meat and poultry industry. Viskase currently operates eight manufacturing facilities and ten distribution centers throughout North America, Europe, South America and Asia and derives approximately 69% of its total net sales from customers located outside the United States. Viskase believes it is ~~sold~~one ~~into~~of ~~niche~~the ~~markets~~two largest manufacturers of non-edible cellulosic casings for ~~counterweights,~~processed ~~piling~~meats and ~~foundations,~~one of the three largest manufacturers of non-edible fibrous casings. Viskase has completed the construction ~~materials~~of a shirring plant in the Philippines to serve the Asian market. The plant is operating on a limited basis and ~~infrastructure~~is ~~end-markets~~expected to be scaled up over several years in accordance with our growth expectations for the Asian market. The 2012 capital investment, including machinery, was $7 million for the Philippines project, with a total capital investment to date of $13 million on the project. We anticipate that an additional $3 million of equipment will be added during the remainder of 2012 through the year ending December 31, 2016.

As of September 30, 2012, we owned approximately 71.4% of the total outstanding common stock of Viskase.

Metals

Real Estate

Our Real Estate segment consists of rental real estate, property development and resort activities.

As of ~~June~~September 30, 2012, we owned 3029 rental real estate properties. Our 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 and Oak Harbor development property in Vero Beach, Florida each include land for future residential development of approximately ~~324~~322 and 870 units of residential housing, respectively. Both developments operate golf and resort operations as well.

As of ~~June~~September 30, 2012 and December 31, 2011, $7574 million and $77 million, respectively, of the net investment in financing leases and net real estate leased to others which is included in property, plant and equipment, net, were pledged to collateralize the payment of nonrecourse mortgages payable.

Home Fashion

We conduct our Home Fashion segment through our indirect wholly owned subsidiary, WestPoint Home LLC (“WPH”), a manufacturer and distributor of home fashion consumer products. WPH is engaged in the business of manufacturing, sourcing, designing, marketing, distributing and selling home fashion consumer products. WPH markets a broad range of manufactured and sourced bed, bath and basic bedding products, including sheets, pillowcases, bedspreads, quilts, comforters and duvet covers, featherbeds, bath and beach towels, bath accessories, bed skirts, bed pillows, flocked blankets, woven blankets and throws, and mattress pads. WPH recognizes revenue primarily through the sale of home fashion products to a variety of retail and institutional customers. In addition, WPH receives a small portion of its revenues through the licensing of its trademarks.

WPH has transitioned the majority of its manufacturing to low-cost countries but continues to maintain its corporate offices and certain distributions operations in the United States.

Effective as of March 1, 2012, pursuant to an internal reorganization WestPoint Home, Inc. (a wholly owned indirect subsidiary of WestPoint International, LLC (“WPI”), a subsidiary through which we had previously conducted our Home Fashion business) merged into our newly created wholly owned indirect subsidiary (which was formed as a Delaware limited liability company solely for the purposes of such merger) and continued its business as a limited liability company under the name WestPoint Home LLC. In referencing WPH, we refer to WestPoint Home Inc. and WestPoint Home LLC interchangeably because the business profile of our Home Fashion segment's business did not change as a result of this reorganization.

A relatively small number of customers have historically accounted for a significant portion of WPH's net sales. WPH had five customers who accounted for approximately 61% and 52% of WPH's net sales for the six months ended June 30, 2012 and 2011, respectively. 18

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

liability company solely for the purposes of such merger) and continued its business as a limited liability company under the name WestPoint Home LLC. In referencing WPH, we refer to WestPoint Home Inc. and WestPoint Home LLC interchangeably because the business profile of our Home Fashion segment's business did not change as a result of this reorganization.

A relatively small number of customers have historically accounted for a significant portion of WPH's net sales. WPH had seven customers who accounted for approximately 72% and 63% of WPH's net sales for the nine months ended September 30, 2012 and 2011, respectively.


4.	Related Party Transactions.

Our amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including, without limitation, buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates.

Investment

Until August 8, 2007, Icahn Management LP (“Icahn Management”) elected to defer most of the management fees from the Offshore Funds and such amounts remained invested in the Offshore Master Funds until April 30, 2012. Prior to March 31, 2011, the balance of the deferred management fees payable (included in accrued expenses and other liabilities) by Icahn Fund Ltd. to Icahn Management was included in our consolidated financial statements. As further discussed in Note 5, "Investments and Related Matters-Investment-Investment in Variable Interest Entities," because we are no longer considered the primary beneficiary of Icahn Fund Ltd. as of March 31, 2011, we deconsolidated the results and financial position of Icahn Fund Ltd. as of such date. As a result of deconsolidating Icahn Fund Ltd., our consolidated financial statements no longer contain this deferred management fee payable effective March 31, 2011.

16Effective January 1, 2008, Icahn Capital LP (“Icahn Capital”) paid for salaries and benefits of certain employees who may also perform various functions on behalf of certain other entities beneficially owned by Mr. Icahn (collectively, “Icahn Affiliates”), including administrative and investment services. Prior to January 1, 2008, Icahn & Co. LLC paid for such services. Under a separate expense-sharing agreement, Icahn Capital charged Icahn Affiliates $0.4 million and $0.4 million for the three months ended September 30, 2012 and 2011, respectively and $1.3 million and $0.8 million for the nine months ended September 30, 2012 and 2011, respectively. As of September 30, 2012, accrued expenses and other liabilities in our consolidated balance sheets included $0.9 million to be applied to Icahn Capital's charges to Icahn Affiliates for services to be provided to them. There was no balance as of December 31, 2011.

In addition, effective January 1, 2008, certain expenses borne by Icahn Capital are reimbursed by Icahn Affiliates, as appropriate, when such expenses are incurred. The expenses include investment-specific expenses for investments acquired by both the Investment Funds and Icahn Affiliates that are allocated based on the amounts invested by each party, as well as investment-related expenses that are allocated based on estimated usage agreed upon by Icahn Capital and Icahn Affiliates. For the three months ended September 30, 2012 and 2011, these reimbursement amounts were $0.3 million and $0.7 million for the nine months ended September 30, 2012 and 2011, these reimbursement amounts were $0.7 million and $2 million, respectively.

Mr. Icahn, along with his affiliates, makes investments in the Investment Funds. As of September 30, 2012 and December 31, 2011, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates was approximately $3.5 billion and $3.2 billion, respectively. In addition, an affiliate of Mr. Icahn had a deferred management fee arrangement with certain feeder funds which was settled in the amount of $192 million during the second quarter of 2012. At December 31, 2011, the balance of the deferred management fee arrangement was $188 million which was invested in and received applicable returns thereon from the Investment Funds.

Effective April 1, 2011, based on a new expense-sharing arrangement, certain expenses borne by Icahn Capital are reimbursed by the Investment Funds, generally when such expenses are paid. Such expenses relate to the operation, administration and investment activities of Icahn Capital for the benefit of the Investment Funds (including salaries, benefits and rent) and shall be allocated pro rata in accordance with each investor's capital accounts in the Investment Funds. For the three and nine months ended September 30, 2012, $6 million and $17 million, respectively, was allocated to the Investment

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

ofFunds ~~such~~based ~~date~~on this expense-sharing arrangement. As aFor ~~result~~the ofthree ~~deconsolidating~~and ~~Icahn~~nine ~~Fund~~months ~~Ltd.~~ended September 30, ~~our~~2011, ~~consolidated~~$3 ~~financial~~million ~~statements~~and no$7 ~~longer~~million, ~~contain~~respectively, ~~this~~was ~~deferred~~allocated ~~management~~to ~~fee~~the ~~payable~~Investment ~~effective~~Funds ~~March~~based ~~31,~~on ~~2011~~this expense-sharing arrangement.

Effective January 1, 2008, Icahn Capital LP (“Icahn Capital”) paid for salaries and benefits of certain employees who may also perform various functions on behalf of certain other entities beneficially owned by Mr. Icahn (collectively, “Icahn Affiliates”), including administrative and investment services. Prior to January 1, 2008, Icahn & Co. LLC paid for such services. Under a separate expense-sharing agreement, Icahn Capital charged Icahn Affiliates $0.4 million and $0.2 million for the three months ended June 30, 2012 and 2011, respectively and $0.9 million and $0.4 million for the six months ended June 30, 2012 and 2011, respectively. As of June 30, 2012, accrued expenses and other liabilities in our consolidated balance sheets included $0.1 million to be applied to Icahn Capital's charges to Icahn Affiliates for services to be provided to them. There was no balance as of December 31, 2011.

In addition, effective January 1, 2008, certain expenses borne by Icahn Capital are reimbursed by Icahn Affiliates, as appropriate, when such expenses are incurred. The expenses include investment-specific expenses for investments acquired by both the Investment Funds and Icahn Affiliates that are allocated based on the amounts invested by each party, as well as investment-related expenses that are allocated based on estimated usage agreed upon by Icahn Capital and Icahn Affiliates. For each of the three months ended June 30, 2012 and 2011, these reimbursement amounts were $0.3 million and for each of the six months ended June 30, 2012 and 2011, these reimbursement amounts were $1 million.

Mr. Icahn, along with his affiliates, makes investments in the Investment Funds. As of June 30, 2012 and December 31, 2011, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates was approximately $3.5 billion and $3.2 billion, respectively. In addition, an affiliate of Mr. Icahn had a deferred management fee arrangement with certain feeder funds which was settled in the amount of $192 million during the second quarter of fiscal 2012. At December 31, 2011, the balance of the deferred management fee arrangement was $188 million which was invested in and received applicable returns thereon from the Investment Funds.

Effective April 1, 2011, based on a new expense-sharing arrangement, certain expenses borne by Icahn Capital are reimbursed by the Investment Funds, when such expenses are incurred. Such expenses relate to the operation, administration and investment activities of Icahn Capital for the benefit of the Investment Funds (including salaries, benefits and rent) and shall be allocated pro rata in accordance with each investor's capital accounts in the Investment Funds. For the three and six months ended June 30, 2012, $7 million and $11 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement. For each of the three and six months ended June 30, 2011, $4 million was allocated to the Investment Funds based on this expense-sharing arrangement.

Energy

On May 7, 2012, affiliates of Mr. Icahn contributed 4,566,546 shares of CVR common stock to IEP Energy with an aggregate value of $137 million, resulting in a 6.4% non-controlling interest in IEP Energy. Pursuant to a contribution and exchange agreement dated August 24, 2012, affiliates of Mr. Icahn contributed their interest in IEP Energy to Icahn Enterprises for an aggregate consideration of 3,288,371 of its depositary units based on a 20 trading-day volume weighted average price of its depositary units. As a result of this transaction, we directly own 82.0% of the total outstanding common stock of CVR as of August 24, 2012. This transaction was approved by the Audit Committee of the board of directors of Icahn Enterprises GP. The Audit Committee was advised by independent counsel and an independent financial advisor which rendered a fairness opinion.

Railcar

Agreements with American Railcar Leasing LLC

Effective as of January 1, 2008, ARI entered into a fleet services agreement with ~~American Railcar Leasing LLC ("~~ARL"), a company controlled by Mr. Icahn. Under the agreement, ARI provided ARL fleet management services for a fixed monthly fee and railcar repair and maintenance services for a charge of labor, components and materials. This agreement was replaced by a new agreement (referred to as the "Railcar Services Agreement"), which became effective April 16, 2011 for a term of three years that will automatically renew for additional one-year periods unless either party provides at least 60 days written prior notice of termination. As stipulated in the Railcar Services Agreement, ARI provides railcar repair, engineering, administrative and other services, on an as needed basis, for ARL's lease fleet at mutually agreed-upon prices. Railcar services revenues, included in other revenues from operations in our consolidated statements of operations, recorded by ARI were $6 million and $7 million under these agreements for the three months ended ~~June~~September 30, 2012 and 2011, respectively, and $1117 million and $1219 million under these agreements for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. The terms and pricing on services to related parties are not less favorable to ARI than the terms and pricing on services provided to unaffiliated third parties. The Railcar Services Agreement was unanimously approved by the independent directors of ARI's audit committee on the basis that the terms were no less favorable than those terms that ~~would~~could have been obtained in a comparable transaction with an unaffiliated third party.

ARI from time to time manufactures and sells railcars to ARL under long-term agreements as well as on a purchase order basis. For the three months ended September 30, 2012 and 2011, revenues from railcars sold to ARL were $34 million and zero, respectively, and for the nine months ended September 30, 2012 and 2011, revenues from railcars sold to ARL were $45 million and $1 million, respectively. Revenues from railcars sold to ARL are included in net sales in our consolidated statements of operations. The terms and pricing on services to related parties are not less favorable to ARI than the terms and pricing on services provided to unaffiliated third parties. Any related party sales of railcars under an agreement or purchase order, have been and will be subject to the approval or review by ARI's audit committee.

17On February 29, 2012, ARI entered into a Railcar Management Agreement (the "ARI Railcar Management Agreement") with ARL, pursuant to which ARI engaged ARL to sell or lease ARI's railcars in certain markets, subject to the terms and conditions of the ARI Railcar Management Agreement. The ARI Railcar Management Agreement was effective as of January 1, 2011, will continue through December 31, 2015 and may be renewed upon written agreement by both parties.

On August 30, 2012, AEP Leasing LLC ("AEP Leasing") entered into a Railcar Management Agreement (the "AEP Railcar Management Agreement" and together with ARI Railcar Management Agreement, the "Railcar Management Agreements") with ARL, pursuant to which AEP Leasing engaged ARL to sell or lease AEP Leasing's railcars in certain markets, subject to the terms and conditions of the AEP Railcar Management Agreement. The AEP Railcar Management Agreement was effective as of August 30, 2012, will continue through December 31, 2022 and may be renewed upon written agreement by both parties.

The Railcar Management Agreements also provide that ARL will manage ARI's and AEP Leasing's leased railcars including arranging for services, such as repairs or maintenance, as deemed necessary. Subject to the terms and conditions of the agreement, ARL will receive, in respect of leased railcars, a fee consisting of a lease origination fee and a management fee based on the lease revenues, and, in respect of railcars sold by ARL, sales commissions. The ARI Railcar Management Agreement was unanimously approved by ARI's special committee and Icahn Enterprises' audit committee consisting of

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~basis.~~independent ~~For~~directors ~~the~~who ~~three~~were ~~months~~advised ~~ended~~by ~~June 30,~~independent ~~2012~~counsel and ~~2011,~~an ~~revenues~~independent ~~from~~financial ~~railcars~~advisor. ~~sold~~The toAEP ~~ARL~~Railcar ~~were~~Management ~~$11~~Agreement ~~million~~was ~~and~~unanimously ~~zero,~~by ~~respectively,~~Icahn ~~and~~Enterprises' ~~for~~audit ~~the~~committee ~~six~~consisting ~~months~~of ~~ended~~independent ~~June 30,~~directors ~~2012~~who ~~and~~were ~~2011,~~advised ~~revenues~~by ~~from~~independent ~~railcars~~counsel ~~sold~~and toan ~~ARL~~independent ~~were~~financial ~~$11~~advisor. Each ~~million~~of ~~and~~the $1Railcar ~~million,~~Management ~~respectively.~~Agreements ~~Revenues~~was ~~from~~approved ~~railcars~~by ~~sold~~the toapplicable ~~ARL~~special ~~are~~or ~~included~~audit incommittees ~~net~~on ~~sales~~the inbasis ~~our~~that ~~consolidated~~the ~~statements~~terms of ~~operations. The~~the Railcar Management Agreements were not materially less favorable than those terms ~~and~~that ~~pricing~~could onhave ~~services~~been toobtained ~~related~~in ~~parties~~a ~~are~~comparable ~~not~~transaction ~~less~~with ~~favorable~~an tounaffiliated ~~ARI~~third ~~than~~party. Fees ~~the~~incurred ~~terms~~by ARI and ~~pricing~~AEP onLeasing ~~services~~in ~~provided~~connection towith ~~unaffiliated~~the ~~third~~Railcar ~~parties~~Management Agreements were $0. ~~Any~~3 ~~related~~million ~~party~~and ~~sales~~$0.1 ofmillion ~~railcars~~for ~~under~~the anthree ~~agreement~~months orended ~~purchase~~September ~~order~~30, ~~have~~2012 ~~been~~and 2011, respectively, and ~~will~~$1 bemillion ~~subject~~and to$0.1 million for the ~~approval~~nine ormonths ~~review~~ended bySeptember 30, ~~ARI's~~2012 ~~audit~~and ~~committee~~2011, respectively.

OnAs ~~February~~of 29September 30, 2012, ~~ARI~~and ~~entered~~December ~~into~~31, ~~a Railcar Management Agreement (the Railcar Management Agreement) with ARL~~2011, ~~pursuant to which~~ ARI ~~engaged~~had ~~ARL~~accounts toreceivable ~~sell~~of or$3 ~~lease~~million ~~ARI's railcars in certain markets, subject to the terms~~ and ~~conditions~~$4 ~~of the Railcar Management Agreement. The Railcar Management Agreement was effective as of January 1~~million, ~~2011~~respectively, ~~will~~due ~~continue~~from ~~through~~ARL. ~~December~~These ~~31,~~amounts ~~2015~~are ~~and~~included ~~may~~in beother ~~renewed~~assets ~~upon~~in ~~written~~our ~~agreement~~consolidated bybalance ~~both parties~~sheets.

The Railcar Management Agreement also provides that ARL will manage ARI's leased railcars including arranging for services, such as repairs or maintenance, as deemed necessary. Subject to the terms and conditions of the agreement, ARL will receive, in respect of leased railcars, a fee consisting of a lease origination fee and a management fee based on the lease revenues, and, in respect of railcars sold by ARL, sales commissions. The Railcar Management Agreement was unanimously approved by ARI's special committee and Icahn Enterprises' independent director audit committee on the basis that the terms of the Railcar Management Agreement were not materially less favorable than those that would have been obtained in a comparable transaction with an unaffiliated third party. Fees incurred by ARI in connection with the Railcar Management Agreement were immaterial for each of the three and six months ended June 30, 2012 and 2011.

As of June 30, 2012 and December 31, 2011, ARI had accounts receivable of $9 million and $4 million, respectively, due from ARL. These amounts are included in other assets in our consolidated balance sheets.

Food Packaging

Arnos Corporation, an affiliate of Mr. Icahn, was the lender on Viskase's Revolving Credit Facility as of December 31, 2009. In connection with our majority acquisition of Viskase on January 15, 2010, we assumed the Viskase Revolving Credit Facility from Arnos Corporation. On March 14, 2012, we entered into an agreement to further extend the Revolving Credit Facility from January 31, 2013 to January 31, 2014. See Note 11, “Debt,” for further discussion regarding Viskase's Revolving Credit Facility.

Icahn Enterprises Holdings - Administrative Services

For each of the three months ended ~~June~~September 30, 2012 and 2011, we paid an affiliate $1 million for the non-exclusive use of office space. For each of the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, we paid an affiliate $12 million for the non-exclusive use of office space.

For the three months ended ~~June~~September 30, 2012 and 2011, we paid $0.2 million and $0.1 million, respectively, to XO Holdings, Inc., an affiliate of Icahn Enterprises GP, our general partner, for telecommunications services. For the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, we paid $0.46 million and $0.3 million, respectively, to XO Holdings, Inc. for such services.

Icahn Enterprises Holdings provided certain professional services to an Icahn Affiliate for which it charged $0.4 million and $0.6 million for the three months ended ~~June~~September 30, 2012 and 2011, respectively, and $01.82 million and $1.2 million for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. As of ~~June~~September 30, 2012 and December 31, 2011, accrued expenses and other liabilities in our consolidated balance sheets included $0.1.0 million and $1 million, respectively, for charges to the affiliate for services provided to it.

Icahn Sourcing

Icahn Sourcing, LLC ("Icahn Sourcing") is an entity formed and controlled by Carl C. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property. We are a member of the buying group and, as such, are afforded the opportunity to purchase goods, services and property from vendors with whom Icahn Sourcing has negotiated rates and terms. Icahn Sourcing does not guarantee that we will purchase any goods, services or property from any such vendors, and we are under no obligation to do so. We do not pay Icahn Sourcing any fees or other amounts with respect to the buying group arrangement. We have purchased a variety of goods and services as members of the buying group at prices and on terms that we believe are more favorable than those which would be achieved on a stand-alone basis.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012 (Unaudited)


5.	Investments and Related Matters.

Investment

Investments, and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, and derivatives, all of which are reported at fair value in our consolidated balance sheets. See Note 6, "Fair Value Measurements-Investment," for details of the investments for our Investment segment.

The General Partners adopted FASB ASC Section 946-810-45, Financial Services-Investment Companies-Consolidation, as of January 1, 2007 which provides guidance on whether investment company accounting should be retained in the financial statements of a parent entity. Upon the adoption of FASB ASC Section 946-810-45, the General Partners lost their ability to retain specialized accounting. Prior to March 31, 2011, for those investments that (i) were deemed to be available-for-sale securities, (ii) fell outside the scope of FASB ASC Topic 320, Investments-Debt and Equity Securities, or (iii) the General Partners would otherwise have accounted for under the equity method, the General Partners applied the fair value option. The application of the fair value option is irrevocable.

As further discussed in Note 3, "Operating Units-Investment," as a result of returning fee-paying capital to its investors on March 31, 2011, each of the Investment Funds no longer meets the criteria of an investment company as set forth in FASB ASC Paragraph 946-10-15-2, Financial Services-Investment Companies, and, therefore, the application of FASB ASC Section 946-810-45 is no longer applicable effective March 31, 2011. This change has no material effect on our consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

Paragraph 946-10-15-2, Financial Services-Investment Companies, and, therefore, the application of FASB ASC Section 946-810-45 is no longer applicable effective March 31, 2011. This change has no material effect on our consolidated financial statements.

Our Investment segment assesses the applicability of equity method accounting with respect to their investments based on a combination of qualitative and quantitative factors, including overall stock ownership of the Investment Funds combined with those of our affiliates along with board of directors representation.

Our Investment segment applied the fair value option to certain of its investments that would have otherwise been subject to the equity method of accounting. As of ~~June~~September 30, 2012, the fair value of these investments was $~~746~~359 million. During the three months ended ~~June~~September 30, 2012 and 2011, our Investment segment recorded gains of $46193 million and losses of $1462 million, respectively, associated with these investments, and for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, our Investment segment recorded gains of $~~167~~360 million and losses of $2141 million, respectively. Such amounts are included in net gain from investment activities in our consolidated statements of operations. Included in these ~~investments~~investment gains and losses is the Investment Funds' ~~investment~~gains and losses in The Hain Celestial Group, Inc. (“Hain”) and Metro-Golden-Mayer Inc. ("MGM"). As of ~~June~~September 30, 2012, the Investment Funds, together with their affiliates held, in the aggregate, 7,130,563 shares of Hain, representing approximately 16% of the outstanding shares of Hain. As of ~~June~~September 30, 2012, the Investment Funds ~~held,~~no inlonger ~~the~~held ~~aggregate,~~any ~~17,174,706~~ shares of MGM~~, representing approximately 24% of the outstanding shares of MGM~~. The General Partners have applied the fair value option to their investments in Hain and previously to MGM.

We believe that these investments to which we applied the fair value option are not material, individually or in the aggregate, to our consolidated financial statements. Hain ~~and~~is ~~MGM~~a ~~are~~ registered SEC reporting companies whose financial statements are available at www.sec.gov.

Investments in Variable Interest Entities

In February 2010, the FASB issued guidance which amends the consolidation requirement of VIEs for certain entities meeting certain criteria. We determined that certain entities within our Investment segment previously met the criteria for the deferral of this new consolidation guidance. Accordingly, our Investment segment applied the overall guidance on the consolidation of VIEs with respect to applicable entities prior to the issuance of the standard. Effective March 31, 2011, we applied the consolidation guidance to certain entities within our Investment segment to determine whether such entities are considered VIEs, including the determination of who is deemed the primary beneficiary of such VIEs. The application of this consolidation guidance did not have an impact on our financial condition, results of operations and cash flows.

We consolidate certain VIEs when we are determined to be their primary beneficiary, either directly or indirectly through other consolidated subsidiaries. Prior to the 2011 Reconsideration Event (as discussed below), the assets of our consolidated VIEs were primarily classified within cash and cash equivalents and investments in our consolidated balance sheets. The liabilities of our consolidated VIEs were primarily classified within securities sold, not yet purchased, at fair value, and accrued expenses and other liabilities in our consolidated balance sheets.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012 (Unaudited)

As discussed in Note 3, "Operating Units-Investment," on March 7, 2011, the Investment Funds determined to return fee-paying capital to its investors. We evaluated the impact of this reconsideration event (referred to as the "2011 Reconsideration Event") with respect to the VIE and primary beneficiary status of each of the Investment Funds and the Offshore Funds. We determined that the 2011 Reconsideration Event impacted Master Fund II, Master Fund III and Icahn Fund Ltd. Prior to the 2011 Reconsideration Event, Master Fund II, Master Fund III and Icahn Fund Ltd. were each considered VIEs for which we were determined to be their primary beneficiary and therefore we consolidated them. As a result of the 2011 Reconsideration Event, Master Fund II and Master Fund III are no longer considered VIEs. However, the VIE status change in Master Fund II and Master Fund III did not impact their consolidation status. Because we control Master Fund II and Master Fund III through our general partner interests, we continue to consolidate Master Fund II and Master Fund III. There are no substantive kick-out or participating rights in either Master Fund II or Master Fund III. In addition, previously Icahn Fund Ltd. was considered a VIE and we consolidated it because the Offshore GP was its primary beneficiary. As a result of the 2011 Reconsideration Event, we determined that, although Icahn Fund Ltd. is still considered a VIE, the Offshore GP is no longer the primary beneficiary. We deconsolidated Icahn Fund Ltd. as of March 31, 2011, the result of which decreased consolidated total liabilities by $146 million and increased equity attributable to non-controlling interests by the same amount.

Other Segments

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

The carrying value of investments held by our Automotive, Gaming, Railcar, Home Fashion segments and Icahn Enterprises Holdings consist of the following:

	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
	(in millions)
Equity method investments	$	~~308~~316	$	286
Other investments	96		204
	$	~~404~~412	$	490

With the exception of certain operating segments, it is our general policy to apply the fair value option to all of our investments that would be subject to the equity method of accounting. We record unrealized gains and losses for the change in fair value of such investments as a component of net gain from investment activities in the consolidated statements of operations. We believe that these investments, individually or in the aggregate, are not material to our consolidated financial statements.

Investments in Non-Consolidated Affiliates

Automotive

Federal-Mogul maintains investments in several non-consolidated affiliates, which are located in China, France, Germany, India, Italy, Korea, Turkey and the United States. Federal-Mogul's direct ownership in such affiliates ranges from approximately 2% to 50%. The aggregate investments in these affiliates were $~~248~~257 million and $228 million at ~~June~~September 30, 2012 and December 31, 2011, respectively.

Equity earnings from non-consolidated affiliates were $126 million and $107 million for the three months ended ~~June~~September 30, 2012 and 2011, respectively, which are included in other (loss) income, net in our consolidated statements of operations. Equity earnings from non-consolidated affiliates were $2228 million and $2027 million for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, these entities generated sales of $~~393~~572 million and $~~375~~556 million, respectively, and net income of $5268 million and $4967 million, respectively. Distributed dividends to Federal-Mogul from non-consolidated affiliates were $1 million ~~for~~and ~~each~~$2 ofmillion for the three and ~~six~~nine months ended ~~June~~September 30, 2012, respectively. ~~There~~Distributed ~~were no distributed~~ dividends to Federal-Mogul from non-consolidated affiliates were $14 million for the each of the three and ~~six~~nine months ended ~~June~~September 30, 2011.

Federal-Mogul does not consolidate any entity for which it has a variable interest based solely on power to direct the activities and significant participation in the entity's expected results that would not otherwise be consolidated based on control through voting interests. Further, Federal-Mogul's joint ventures are businesses established and maintained in connection with its operating strategy and are not special purpose entities.

Federal-Mogul holds a 50% non-controlling interest in a joint venture located in Turkey. This joint venture was established in 1995 for the purpose of manufacturing and marketing automotive parts, including pistons, piston rings, piston pins, and cylinder liners to OE and aftermarket customers. Pursuant to the joint venture agreement, Federal-Mogul's partner holds an option to put its shares to a subsidiary of Federal-Mogul's at the higher of the current fair value or at a guaranteed minimum amount. The term of the contingent guarantee is indefinite, consistent with the terms of the joint venture agreement. However, the contingent guarantee would not survive termination of the joint venture agreement. The guaranteed minimum amount represents a contingent guarantee of the initial investment of the joint venture partner and can be exercised at the discretion of the partner. The total amount of the contingent guarantee, should all triggering events have occurred, approximated $59 million as of September 30, 2012. Federal-Mogul believes that this contingent guarantee is less than the estimated current fair value of the joint venture partners' interest in the affiliate. As such, the contingent guarantee does not give rise to a contingent liability and, as a result, no amount is recorded for this guarantee. If this put option were exercised, the consideration paid and net assets acquired would be accounted for in accordance with business combination accounting. Any value in excess of the guaranteed minimum amount of the put option would be the subject of negotiation between Federal-Mogul and its joint venture partner.

20Railcar

As of September 30, 2012, ARI was party to three joint ventures which are all accounted for using the equity method. ARI determined that, although these joint ventures are considered VIEs, it is not the primary beneficiary of such VIEs, does not

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~pins,~~have ~~and~~a ~~cylinder~~controlling ~~liners~~financial tointerest OE and ~~aftermarket~~does ~~customers.~~not ~~Pursuant~~have to the ~~joint~~ability ~~venture agreement, Federal-Mogul's partner holds an option~~ to ~~put~~individually ~~its~~direct ~~shares to a subsidiary of Federal-Mogul's at~~ the ~~higher~~activities of the ~~current~~VIEs ~~fair~~that ~~value~~most orsignificantly atimpact atheir ~~guaranteed~~economic ~~minimum amount~~performance. ~~The~~A ~~term~~significant offactor ~~the~~in ~~contingent~~this ~~guarantee~~determination iswas ~~indefinite,~~that ~~consistent~~ARI ~~with~~does ~~the terms of the joint venture agreement. However, the contingent guarantee would~~ not survive termination of the joint venture agreement. The guaranteed minimum amount represents a contingent guarantee of the initial investment of the joint venture partner and can be exercised at the discretion of the partner. The total amount of the contingent guarantee, should all triggering events have ~~occurred, approximated $59 million as of June 30, 2012. Federal-Mogul believes that this contingent guarantee is less than~~ the ~~estimated~~rights ~~current fair value of the partners' interest in the affiliate. As such, the contingent guarantee does not give rise~~ to a ~~contingent~~majority ~~liability~~of ~~and~~returns, aslosses aor ~~result, no amount is recorded for this guarantee~~votes. If this put option were exercised, the consideration paid and net assets acquired would be accounted for in accordance with business combination accounting. Any value in excess of the guaranteed minimum amount of the put option would be the subject of negotiation between Federal-Mogul and its joint venture partner.

~~Railcar~~The risk of loss to ARI is limited to its investment in these joint ventures, certain loans and related interest and fees due from these joint ventures to ARI. As of September 30, 2012, the carrying amount of these investments was $45 million and the maximum exposure to loss was $45 million. Maximum exposure to loss was determined based on ARI's carrying amounts in such investments, loans and accrued interest thereon due from applicable joint ventures.

As of June 30, 2012, ARI was party to three joint ventures which are all accounted for using the equity method. ARI determined that, although these joint ventures are considered VIEs, it is not the primary beneficiary of such VIEs, does not have a controlling financial interest and does not have the ability to individually direct the activities of the VIEs that most significantly impact their economic performance. A significant factor in this determination was that ARI does not have the rights to a majority of returns, losses or votes.

The risk of loss to ARI is limited to its investment in these joint ventures, certain loans and related interest and fees due from these joint ventures to ARI. As of June 30, 2012, the carrying amount of these investments was $46 million and the maximum exposure to loss was $46 million. Maximum exposure to loss was determined based on ARI's carrying amounts in such investments, loans and accrued interest thereon due from applicable joint ventures.


6.	Fair Value Measurements.

U.S. GAAP requires enhanced disclosures about investments and non-recurring non-financial assets and non-financial liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments or non-financial assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments and non-financial assets and/or liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. The types of investments included in Level 1 include listed equities and listed derivatives. We do not adjust the quoted price for these investments, even in situations where we hold a large position.

Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. The inputs and assumptions of our Level 2 investments are derived from market observable sources including: reported trades, broker/dealer quotes and other pertinent data.

Level 3 - Pricing inputs are unobservable for the investment and non-financial asset and/or liability and include situations where there is little, if any, market activity for the investment or non-financial asset and/or liability. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period.

21Investment

The following table summarizes the valuation of the Investment Funds' investments by the above fair value hierarchy levels as of September 30, 2012 and December 31, 2011:

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period.



	September 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets	(in millions)
Investments:
Equity securities:
Basic materials	$	84	$	—	$	—	$	84	$	128	$	—	$	—	$	128
Communications	211		43		—		254		2,593		—		—		2,593
Consumer, non-cyclical	1,300		—		—		1,300		1,778		26		—		1,804
Consumer, cyclical	409		3		—		412		376		378		—		754
Energy	966		—		—		966		1,644		29		—		1,673
Financial	237		—		—		237		263		—		—		263
Funds	—		304		—		304		—		—		—		—
Industrial	—		—		—		—		—		32		—		32
Technology	268		—		—		268		254		—		—		254
Utilities	56		67		—		123		83		21		—		104
	3,531		417		—		3,948		7,119		486		—		7,605
Corporate debt:
Communications	—		—		—		—		—		84		—		84
Consumer, cyclical	—		—		293		293		—		150		289		439
Financial	—		48		—		48		—		109		—		109
Sovereign debt	—		3		—		3		—		10		—		10
Utilities	—		31		—		31		—		34		—		34
	—		82		293		375		—		387		289		676
Mortgage-backed securities:
Financial	—		177		—		177		—		167		—		167
	3,531		676		293		4,500		7,119		1,040		289		8,448
Derivative contracts, at fair value⁽¹⁾	—		—		—		—		—		3		—		3
	$	3,531	$	676	$	293	$	4,500	$	7,119	$	1,043	$	289	$	8,451
Liabilities
Securities sold, not yet purchased, at fair value:
Equity securities:
Consumer, cyclical	$	295	$	—	$	—	$	295	$	—	$	—	$	—	$	—
Energy	—		—		—		—		—		—		—		—
Funds	—		19		—		19		4,466		10		—		4,476
	295		19		—		314		4,466		10		—		4,476
Derivative contracts, at fair value⁽²⁾	—		383		—		383		—		42		—		42
	$	295	$	402	$	—	$	697	$	4,466	$	52	$	—	$	4,518

Investment

The following table summarizes the valuation of the Investment Funds' investments by the above fair value hierarchy levels as of June 30, 2012 and December 31, 2011:

	June 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets	(in millions)
Investments:
Equity securities:
Basic materials	$	81	$	—	$	—	$	81	$	128	$	—	$	—	$	128
Communications	318		13		—		331		2,593		—		—		2,593
Consumer, non-cyclical	1,523		—		—		1,523		1,778		26		—		1,804
Consumer, cyclical	371		433		—		804		376		378		—		754
Energy	824		57		—		881		1,644		29		—		1,673
Financial	228		—		—		228		263		—		—		263
Funds	—		216		—		216		—		—		—		—
Industrial	—		—		—		—		—		32		—		32
Technology	253		—		—		253		254		—		—		254
Utilities	50		40		—		90		83		21		—		104
	3,648		759		—		4,407		7,119		486		—		7,605
Corporate debt:
Communications	—		—		—		—		—		84		—		84
Consumer, cyclical	—		—		287		287		—		150		289		439
Financial	—		94		—		94		—		109		—		109
Sovereign debt	—		3		—		3		—		10		—		10
Utilities	—		27		—		27		—		34		—		34
	—		124		287		411		—		387		289		676
Mortgage-backed securities:
Financial	—		164		—		164		—		167		—		167
	3,648		1,047		287		4,982		7,119		1,040		289		8,448
Derivative contracts, at fair value(1)	—		—		—		—		—		3		—		3
	$	3,648	$	1,047	$	287	$	4,982	$	7,119	$	1,043	$	289	$	8,451
Liabilities
Securities sold, not yet purchased, at fair value:
Equity securities:
Consumer, cyclical	$	294	$	—	$	—	$	294	$	—	$	—	$	—	$	—
Energy	46		—		—		46		—		—		—		—
Funds	—		208		—		208		4,466		10		—		4,476
	340		208		—		548		4,466		10		—		4,476
Derivative contracts, at fair value(2)	—		92		—		92		—		42		—		42
	$	340	$	300	$	—	$	640	$	4,466	$	52	$	—	$	4,518


⁽¹⁾	Included in other assets in our consolidated balance sheets.


⁽²⁾	Included in accrued expenses and other liabilities in our consolidated balance sheets.

The changes in investments measured at fair value for which the Investment segment has used Level 3 input to determine fair value are as follows:

2225

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

	Six Months Ended June 30,
	Nine Months EndedSeptember 30,
	2012			2011
	(in millions)
Balance at January 1	$	289		$	329
Gross realized and unrealized gains	28			2
Gross proceeds	(4		)	(4247		)
Balance at June 30	$	287		$	289
Balance at September 30	$	293		$	284

Unrealized gains of $28 million are included in earnings related to Level 3 investments still held at ~~June~~September 30, 2012. Total realized and unrealized gains and losses recorded for Level 3 investments, if any, are reported in net gain from investment activities in our consolidated statements of operations.

The Investment Funds owned one Level 3 corporate debt investment at ~~June~~September 30, 2012. Fair value was determined through yield analysis of comparable loans to which we applied a risk premium that we determined to be appropriate, which resulted in a lower valuation for our Level 3 investment. Adjusting the risk premium by 1% in either direction would result in a 3% change in the fair value of the loan.

Other Segments and Icahn Enterprises Holdings

The following table summarizes the valuation of our Automotive and Energy segments and Icahn Enterprises ~~Holdings~~' investments and derivative contracts by the above fair value hierarchy levels as of ~~June~~September 30, 2012 and December 31, 2011:

	June 30, 2012						December 31, 2011
	September 30, 2012						December 31, 2011
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets	(in millions)
Marketable equity and debt securities	$	1	$	—	$	1	$	20	$	—	$	20
Trading securities	—		60		60		—		—		—
Investments in precious metals	—		—		—		150		—		150
Derivative contracts, at fair value(1)	—		7—		7—		—		3		3
	$	1	$	6760	$	6861	$	170	$	3	$	173
Liabilities
Derivative contracts, at fair value(2)	$	—	$	45144	$	45144	$	—	$	57	$	57


⁽¹⁾	Amounts are classified within other assets in our consolidated balance sheets.


⁽²⁾	Amounts are classified within accrued expenses and other liabilities in our consolidated balance sheets.

Assets measured at fair value on a nonrecurring basis during the ~~six~~nine months ended ~~June~~September 30, 2012 are set forth in the table below:

	June 30, 2012
	September 30, 2012
	Level 3		Recognized
	Asset		Recognized
Category	Asset		Loss
Category	(Liability)		Loss
	(in millions)
Property, plant and equipment	$	2977	$	1939
Intangibles	6256		1548

Property, plant and equipment with an aggregate carrying value of $48 million were written down to their fair values of $29 million, resulting in an impairment charge of $19 million for the six months ended June 30, 2012. We determined the fair value of these assets by applying probability weighted, expected present value techniques to the estimated future cash flows using assumptions a market participant would utilize and through the use of valuation specialists. 26

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~Intangibles~~We ~~with~~determined ~~carrying~~the ~~values of $77 million were written down to their~~ fair value of ~~$62 million~~property, ~~resulting~~plant inand anequipment ~~impairment~~by ~~charge~~applying ofprobability ~~$15 million~~weighted, ~~for~~expected ~~the~~present ~~six~~value ~~months~~techniques ~~ended June 30, 2012. The fair values, primarily related~~ to ~~certain trademarks and brand names, are based upon~~ the ~~prospective~~estimated ~~stream~~future ofcash ~~hypothetical~~flows ~~after-tax~~using ~~royalty~~assumptions ~~cost~~a ~~savings~~market ~~discounted~~participant atwould ~~rates~~utilize ~~that~~and ~~reflect~~through the ~~rates~~use of ~~return~~valuation ~~appropriate for these intangible assets~~specialists.

The fair values of intangible assets, primarily related to certain trademarks and brand names, are based upon the prospective stream of hypothetical after-tax royalty cost savings discounted at rates that reflect the rates of return appropriate for these intangible assets.


7.	Financial Instruments.

Certain derivative contracts executed by the Investment Funds with a single counterparty, by our Automotive segment with a single counterparty or by our Energy segment with a single counterparty or by Icahn Enterprises Holdings with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts are reported on a net-by-counterparty basis. As a result, the net exposure to counterparties is reported in either other assets or accrued expenses and other liabilities in our consolidated balance sheets.

Investment Segment and Icahn Enterprises Holdings

The Investment Funds currently maintain cash deposits and cash equivalents with financial institutions. Certain account balances may not be covered by the Federal Deposit Insurance Corporation, while other accounts may exceed federally insured limits. The Investment Funds have prime broker arrangements in place with multiple prime brokers as well as a custodian bank. The Investment Funds also have relationships with several financial institutions with which they trade derivative and other financial instruments.

In the normal course of business, the Investment Funds and Icahn Enterprises Holdings may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risk, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole. The Investment Funds and Icahn Enterprises Holdings' investments may include futures, options, swaps and securities sold, not yet purchased. These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates. Risks arise with these financial instruments from potential counterparty non-performance and from changes in the market values of underlying instruments.

Securities sold, not yet purchased, at fair value represent obligations to deliver the specified security, thereby creating a liability to repurchase the security in the market at prevailing prices. Accordingly, these transactions result in off-balance-sheet risk, as the satisfaction of the obligations may exceed the amount recognized in our consolidated balance sheets. Our investments in securities and amounts due from brokers are partially restricted until we satisfy the obligation to deliver the securities sold, not yet purchased.

The Investment Funds and Icahn Enterprises Holdings may enter into derivative contracts, including swap contracts, futures contracts and option contracts. The Investment Funds may also enter into foreign currency derivative contracts with the objective of capital appreciation or to economically hedge against foreign currency exchange rate risks on all or a portion of their non-U.S. dollar denominated investments.

The Investment Funds and Icahn Enterprises Holdings have entered into various types of swap contracts with other counterparties. These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration. In addition, pursuant to the terms of such agreements, they are entitled to receive other payments, including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the specified time frame. They are also required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate, and they receive interest on any cash collateral that they post to the counterparty at the federal funds or LIBOR rate in effect for such period.

The Investment Funds and Icahn Enterprises Holdings may trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds and Icahn Enterprises Holdings each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds and Icahn Enterprises Holdings. When the contract is closed, the Investment Funds and Icahn Enterprises

2427

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

variation margin) are made or received by the Investment Funds and Icahn Enterprises Holdings each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds and Icahn Enterprises Holdings. When the contract is closed, the Investment Funds and Icahn Enterprises Holdings record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The Investment Funds and Icahn Enterprises Holdings may utilize forward contracts to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates. The Investment Funds' and Icahn Enterprises Holdings' exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in unrealized gains or losses on derivative, futures and foreign currency contracts, at fair value in our consolidated balance sheets.

The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities. When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date. The Investment Funds record unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date.

The Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder's option, the underlying financial instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds' satisfaction of the obligations may exceed the amount recognized in our consolidated balance sheets. At ~~June~~September 30, 2012, the maximum payout amounts relating to certain put options written by the Investment Funds were approximately $85.85 billion, of which approximately $85.14 billion related to covered put options on existing short positions on a certain stock index. At December 31, 2011, the maximum payout amounts relating to certain put options written by the Investment Funds approximated $1.7 billion, of which approximately $1.4 billion related to covered put options on existing short positions on a certain stock index. As of ~~June~~September 30, 2012 and December 31, 2011, there were unrealized gains of $~~112~~140 million and $24 million, respectively.

Certain terms of the Investment Funds' contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on ~~June~~September 30, 2012 and December 31, 2011 was $92383 million and $42 million, respectively.

At ~~June~~September 30, 2012 and December 31, 2011, the Investment Funds had $~~530~~382 million and $257 million, respectively, posted as collateral for derivative positions, including those derivative instruments with credit-risk-related contingent features; these amounts are included in cash held at consolidated affiliated partnerships and restricted cash in our consolidated balance sheets.

U.S. GAAP requires the disclosure of information about obligations under certain guarantee arrangements. Such guarantee arrangements requiring disclosure include contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of the indebtedness of others.

~~The~~From time to time, the Investment Funds ~~have~~enter ~~entered~~ into certain derivative contracts, in the form of credit default swaps, which meet the accounting definition of a guarantee, whereby the occurrence of a credit event with respect to the issuer of the underlying financial instrument may obligate the Investment Funds to make a payment to the swap counterparties. AsNo such derivative contracts existed as of ~~both~~September ~~June~~ 30, 2012. ~~and~~As of December 31, 2011, the Investment Funds ~~have~~had entered into such a credit default swap with a maximum notional amount of $8 million, with ~~terms~~a term of ~~less than~~ one year ~~and approximately two years, respectively~~. This credit default swap ~~has~~had a below investment grade risk profile. We estimate that our maximum exposure related to ~~these~~this credit default ~~swaps~~swap approximates ~~37.1% and~~ 48.0% of such notional amounts as of ~~June 30, 2012 and~~ December 31, 2011~~, respectively~~.

Each Investment Fund's assets may be held in one or more accounts maintained for the Investment Fund by its prime broker or at other brokers or custodian banks, which may be located in various jurisdictions. The prime broker 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 Fund's assets may be subject to substantial variations, limitations and uncertainties. The insolvency of any of the prime brokers, custodian banks or clearing corporations may result in the loss of all or a substantial portion of the Investment Fund's assets or in a significant delay in the Investment Fund's having access to those assets.

2528

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

limitations and uncertainties. The insolvency of any of the prime brokers, custodian banks or clearing corporations may result in the loss of all or a substantial portion of the Investment Fund's assets or in a significant delay in the Investment Fund's having access to those assets.

Credit concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment Funds and Icahn Enterprises Holdings routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to this industry. In the ordinary course of business, the Investment Funds and Icahn Enterprises Holdings may also be subject to a concentration of credit risk to a particular counterparty.

The Investment Funds and Icahn Enterprises Holdings seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of our counterparties.

Automotive

During ~~fiscal~~ 2008, Federal-Mogul entered into a series of five-year interest rate swap agreements with a total notional value of $1,190 million to hedge the variability of interest payments associated with its variable-rate term loans. Through these swap agreements, Federal-Mogul has fixed its base interest and premium rate at a combined average interest rate of approximately 5.37% on the hedged principal amount of $1,190 million. As of ~~June~~September 30, 2012 and December 31, 2011, unrealized net losses of $2819 million and $44 million, respectively, were recorded in accumulated other comprehensive loss as a result of these hedges. As of ~~June~~September 30, 2012, losses of $2719 million are expected to be reclassified from accumulated other comprehensive loss to the consolidated statement of operations within the next 12 months.

These interest rate swaps reduce Federal-Mogul's overall interest rate risk. However, due to the remaining outstanding borrowings on Federal-Mogul's debt facilities and other borrowing facilities that continue to have variable interest rates, management believes that interest rate risk to Federal-Mogul could be material if there are significant adverse changes in interest rates. To the extent that interest rates change by 25 basis points, Federal-Mogul's annual interest expense would show a corresponding change of approximately $6 million, $7 million and $2 million for the years ending December 31, 2013, 2014 and 2015, respectively, representing the term of Federal-Mogul's variable-rate term loans.

Federal-Mogul's production processes are dependent upon the supply of certain raw materials that are exposed to price fluctuations on the open market. The primary purpose of Federal-Mogul's commodity price forward contract activity is to manage the volatility associated with forecasted purchases. Federal-Mogul monitors its commodity price risk exposures regularly to maximize the overall effectiveness of its commodity forward contracts. Principal raw materials hedged include natural gas, copper, nickel, tin, zinc, high-grade aluminum and aluminum alloy. Forward contracts are used to mitigate commodity price risk associated with raw materials, generally related to purchases forecast for up to 15 months in the future.

Federal-Mogul had commodity price hedge contracts outstanding with combined notional values of $7857 million and $117 million at ~~June~~September 30, 2012 and December 31, 2011, respectively, substantially all of which ~~substantially~~ mature within one year in each of the respective periods and $7354 million and $117 million, respectively, were designated as hedging instruments for accounting purposes. Unrealized net losses of less than $71 million and $15 million were recorded in accumulated other comprehensive loss as of ~~June~~September 30, 2012 and December 31, 2011, respectively.

Federal-Mogul manufactures and sells its products in North America, South America, Asia, Europe and Africa. As a result, Federal-Mogul's financial results ~~could~~can be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which Federal-Mogul manufactures and sells its products. Federal-Mogul's operating results are primarily exposed to changes in exchange rates between the U.S. dollar and European currencies.

Federal-Mogul generally tries to use natural hedges within its foreign currency activities, including the matching of revenues and costs, to minimize foreign currency risk. Where natural hedges are not in place, Federal-Mogul considers managing certain aspects of its foreign currency activities and larger transactions through the use of foreign currency options or forward contracts. Principal currencies hedged have historically included the euro, British pound and Polish zloty. Federal-Mogul had notional values of $78181 million and $27 million of foreign currency hedge contracts outstanding at ~~June~~September 30, 2012 and December 31, 2011, respectively, of which $147 million and $27 million, respectively, were designated as cash flow hedging instruments for accounting purposes ~~and substantially all mature in less than one year in each of the respective periods~~. Unrealized net gains of $1 million and $3 million were recorded in accumulated other comprehensive loss as of ~~June~~September 30, 2012 and December 31, 2011, respectively, for the contracts designated as hedging instruments. ~~During~~The ~~the~~remaining ~~three~~outstanding ~~months~~contracts ~~ended~~as ~~June~~of September 30, 2012, ~~Federal-Mogul entered into foreign currency contracts,~~ with combined notional value of approximately $64174 million, were entered into by Federal-Mogul in order to offset fluctuations in consolidated earnings caused by changes in currency rates used to translate earnings at foreign subsidiaries into U.S. dollars. These contracts are not designated as hedging instruments for accounting purposes and are marked to market through the income statement. Immaterial gains related to these contracts were recorded in other income, net for the three and six months ended June 30, 2012.

2629

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~Financial~~by ~~instruments,~~changes ~~which~~in ~~potentially~~currency ~~subject~~rates ~~Federal-Mogul~~used to ~~concentrations~~translate ofearnings ~~credit~~at ~~risk,~~foreign ~~consist~~subsidiaries ~~primarily~~into ~~of accounts receivable and cash investments~~U.S. ~~Federal-Mogul's~~dollars ~~customer~~over ~~base~~the ~~includes~~next ~~virtually~~15 ~~every~~months. ~~significant~~These ~~global~~contracts ~~light~~are ~~and~~not ~~commercial~~designated ~~vehicle~~as ~~manufacturer~~hedging ~~and~~instruments afor ~~large~~accounting ~~number~~purposes ~~of distributors, installers~~ and ~~retailers~~are ofmarked ~~automotive~~to ~~aftermarket~~market ~~parts.~~through ~~Federal-Mogul's credit evaluation process and~~ the ~~geographical~~income ~~dispersion~~statement. Unrealized losses of ~~sales~~$6 ~~transactions~~million ~~help~~related to ~~mitigate~~these ~~credit~~contracts ~~risk~~were ~~concentration.~~recorded Noin ~~individual~~other ~~customer~~income, ~~accounted~~net for ~~more~~the ~~than~~three 6%and ofnine ~~Federal-Mogul's direct sales during the six~~ months ended ~~June~~ September 30, 2012. ~~Federal-Mogul requires placement of cash in financial institutions evaluated as highly creditworthy.~~

Financial instruments, which potentially subject Federal-Mogul to concentrations of credit risk, consist primarily of accounts receivable and cash investments. Federal-Mogul's customer base includes virtually every significant global light and commercial vehicle manufacturer and a large number of distributors, installers and retailers of automotive aftermarket parts. Federal-Mogul's credit evaluation process and the geographical dispersion of sales transactions help to mitigate credit risk concentration. No individual customer accounted for more than 6% of Federal-Mogul's direct sales during the nine months ended September 30, 2012. Federal-Mogul had one VCS customer that accounted for 17% of its net accounts receivable balance as of September 30, 2012. Federal-Mogul requires placement of cash in financial institutions evaluated as highly creditworthy.

Energy

CVR is subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, ~~the~~CVR ~~Company~~ from time to time enters into various commodity derivative transactions.

CVR has adopted accounting standards which impose extensive record-keeping requirements in order to designate a derivative financial instrument as a hedge. CVR holds derivative instruments, such as exchange-traded crude oil futures and certain over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedges for GAAP purposes. Gains or losses related to the change in fair value and periodic settlements of these derivative instruments are included in other (loss) income, net in the consolidated statement of operations.

CVR maintains a margin account to facilitate other commodity derivative activities. A portion of this account may include funds available for withdrawal. These funds are included in cash and cash equivalents within the consolidated balance sheets. The maintenance margin balance is included within other assets within consolidated balance sheets. Depending upon the position of the open commodity derivatives as of the reporting date, the amounts are classified either as an asset or liability within the consolidated balance sheets. From time to time, CVR may be required to deposit additional funds into this margin account. The fair value of the open commodity positions as of ~~June~~September 30, 2012 was a net loss of less than a $1 million which is included in accrued expenses and other liabilities. For the three months ended September 30, 2012 and the period May 5, 2012 through ~~June~~September 30, 2012, CVR recognized a net realized and unrealized ~~gain~~loss of $37 million and $4 million, respectively, and is included in other (loss) income, net in the consolidated statement of operations.

In September 2011, CVR entered into several commodity swap contracts with effective periods beginning in January 2012. The physical volumes are not exchanged and these contracts are net settled with cash. The contract fair value of the commodity swaps is reflected on the the consolidated balance sheets with changes in fair value currently recognized in the consolidated statement of operations. Quoted prices for similar assets or liabilities in active markets (Level 2) are considered to determine the fair values for the purpose of marking to market the hedging instruments at each period end. As of ~~June~~September 30, 2012 , CVR had open commodity hedging instruments consisting of 1326.53 million barrels of crack spreads primarily to fix the margin on a portion of its future gasoline and distillate production. The fair value of the outstanding contracts at ~~June~~September 30, 2012 was a net ~~asset~~liability of $1116 million. For the three months ended September 30, 2012 and the period May 5, 2012 through ~~June~~September 30, 2012, CVR recognized a net realized and unrealized loss of $6162 million and $168 million, respectively, which is recorded in other (loss) income, net in the consolidated statements of operations.

On June 30 and July 1, 2011, CRNF entered into two floating-to-fixed interest rate swap agreements for the purpose of hedging the interest rate risk associated with a portion of its $125 million floating rate term debt which matures in April 2016. The aggregate notional amount covered under these agreements totals $63 million (split evenly between the two agreement dates) and commenced on August 12, 2011 and expires on February 12, 2016. Under the terms of the interest rate swap agreement entered into on June 30, 2011, CRNF will receive a floating rate based on three month LIBOR and pay a fixed rate of 1.94%. Under the terms of the interest rate swap agreement entered into on July 1, 2011, CRNF will receive a floating rate based on three month LIBOR and pay a fixed rate of 1.975%. Both swap agreements are settled every 90 days. The effect of these swap agreements is to lock in a fixed rate of interest of approximately 1.96% plus the applicable margin paid to lenders over three-month LIBOR as governed by the CRNF credit agreement. At ~~June~~September 30, 2012, the effective rate was approximately 4.60%. The agreements were designated as cash flow hedges at inception and accordingly, the effective portion of the gain or loss on the swap is reported as a component of accumulated other comprehensive income (loss) and will be reclassified into interest expense when the interest rate swap transaction affects earnings. The ineffective portion of the gain or loss will be recognized immediately in current interest expense in the consolidated statement of operations. The realized loss on the interest rate swap reclassified from accumulated other comprehensive income ("AOCI") into interest expense was $0.1 million for the period May 5, 2012 through June 30, 2012.

~~Consolidated Derivative Information~~ 30

The following table presents the consolidated fair values of our derivatives that are not designated as hedging instruments:

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

	Asset Derivatives(1)				Liability Derivatives(2)
Derivatives Not Designated as Hedging Instruments	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
	(in millions)
Equity contracts	$	—	$	3	$	82	$	42
Foreign exchange contracts	—		3		10		—
Commodity contracts	7		—		8		—
Sub-total	7		6		100		42
Netting across contract types(3)	—		—		—		—
Total(3)	$	7	$	6	$	100	$	42

approximately 4.6%. The agreements were designated as cash flow hedges at inception and accordingly, the effective portion of the gain or loss on the swap is reported as a component of accumulated other comprehensive income (loss) and will be reclassified into interest expense when the interest rate swap transaction affects earnings. The ineffective portion of the gain or loss will be recognized immediately in current interest expense in the consolidated statement of operations. The realized loss on the interest rate swap reclassified from accumulated other comprehensive income ("AOCI") into interest expense was $0.2 million and $0.3 million for the three months ended September 30, 2012 and the period May 5, 2012 through September 30, 2012, respectively.

Consolidated Derivative Information

The following table presents the consolidated fair values of our derivatives that are not designated as hedging instruments:



	Asset Derivatives⁽¹⁾				Liability Derivatives⁽²⁾
Derivatives Not Designated as Hedging Instruments	September 30, 2012		December 31, 2011		September 30, 2012		December 31, 2011
	(in millions)
Equity contracts	$	—	$	3	$	383	$	42
Foreign exchange contracts	—		3		6		—
Commodity contracts	—		—		116		—
Sub-total	—		6		505		42
Netting across contract types⁽³⁾	—		—		—		—
Total⁽³⁾	$	—	$	6	$	505	$	42


⁽¹⁾	Net asset derivatives are located within other assets in our consolidated balance sheets.


⁽²⁾	Net liability derivatives are located within accrued expenses and other liabilities in our consolidated balance sheets.

(3) Excludes netting of cash collateral received and posted. The total collateral posted at ~~June~~September 30, 2012 and December 31, 2011 was $~~530~~382 million and $257 million, respectively, across all counterparties.

The following table presents the effects of our derivative instruments not designated as hedging instruments on the statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011:

	Gain (Loss) Recognized in Income(1)
	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
Derivatives Not Designated as Hedging Instruments	2012			2011			2012			2011
	(in millions)
Equity contracts	$	(59680	)	$	128		$	(~~461~~1,141	)	$	1037
Foreign exchange contracts	66(44		)	(211		)	25(19		)	(132		)
Credit contracts	—1			(6—		)	—1			19
Futures index spread	—			14(7		)	—			2316
Commodity contracts	(2170		)	—			(2172		)	—
	$	5(893	)	$	732		$	(~~438~~1,331	)	$	3970


⁽¹⁾	Gains (losses) recognized on derivatives are classified in net gain from investment activities in our consolidated statements of operations.

At ~~June~~September 30, 2012, the volume of our derivative activities based on their notional exposure, categorized by primary underlying risk, are as follows:

	Long Notional Exposure		Short Notional Exposure
Primary underlying risk:	(in millions)
Credit default swaps	$	8	$	—
Equity swaps	4		9,340
Foreign currency forwards	77		1,428
Interest rate swap contracts	1,253		—
Commodity contracts	81		7

The following table presents the fair values of our derivative instruments that are designated as cash flow hedging instruments:

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

		Asset Derivatives(1)							Liability Derivatives(2)
	Long Notional Exposure				Short Notional Exposure
Derivatives Designated as Cash Flow Hedging Instruments		June 30, 2012				December 31, 2011			June 30, 2012			December 31, 2011
Primary underlying risk:	(in millions)
		(in millions)
Equity swaps	$	4			$	11,453
Interest rate swap contracts		$	—			$	—		$	31		$	44
Foreign currency forwards	181				2,146
Commodity contracts		—				—			7			16
Interest rate swap contracts	1,253				—
Foreign currency contracts		1				3			—			—
Commodity contracts	62				13
Sub-total		1				3			38			60
Netting across contract types		(1		)		(3		)	(1		)	(3		)
Total		$	—			$	—		$	37		$	57

The following table presents the fair values of our derivative instruments that are designated as cash flow hedging instruments:



	Asset Derivatives⁽¹⁾						Liability Derivatives⁽²⁾
Derivatives Designated as Cash Flow Hedging Instruments	September 30, 2012			December 31, 2011			September 30, 2012			December 31, 2011
	(in millions)
Interest rate swap contracts	$	—		$	—		$	22		$	44
Commodity contracts	2			—			2			16
Foreign currency contracts	—			3			—			—
Sub-total	2			3			24			60
Netting across contract types	(2		)	(3		)	(2		)	(3		)
Total	$	—		$	—		$	22		$	57


⁽¹⁾	Located within other assets in our consolidated balance sheets.


⁽²⁾	Located within accrued expenses and other liabilities in our consolidated balance sheets.

The following tables present the effect of our derivative instruments that are designated as cash flow hedging instruments on our consolidated financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011:

Three Months Ended June 30, 2012
Three Months Ended September 30, 2012
Derivatives Designated as Hedging Instruments	Amount of (Loss) Gain Recognized in OCI on Derivatives (Effective Portion)			Amount of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)			Location of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Loss Recognized in Income on Derivatives (Ineffective Portion)		Location of Loss Recognized in Income on Derivatives (Ineffective Portion)
	(in millions)			(in millions)
Interest rate swap contracts	$	—(1	)	$	(910	)	Interest expense	$	—
Commodity contracts	(64		)	(43		)	Cost of goods sold	—
Foreign currency contracts	1—			1			Cost of goods sold	—
	$	(53	)	$	(12	)		$	—

Three Months Ended June 30, 2011
Derivatives Designated as Hedging Instruments	Amount of (Loss) Gain Recognized in OCI on Derivatives (Effective Portion)			Amount of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)			Location of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Loss Recognized in Income on Derivatives (Ineffective Portion)			Location of Loss Recognized in Income on Derivatives (Ineffective Portion)
	(in millions)			(in millions)
Interest rate swap contracts	$	(9	)	$	(9	)	Interest expense	$	—
Commodity contracts	(6		)	2			Cost of goods sold	(1		)	Other income, net
Foreign currency contracts	(1		)	(1		)	Cost of goods sold	—
	$	(16	)	$	(8	)		$	(1	)

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

Six Months Ended June 30, 2012
Three Months Ended September 30, 2011
Derivatives Designated as Hedging Instruments	Amount of (Loss) Gain Recognized in OCI on Derivatives (Effective Portion)			Amount of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)			Location of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Loss Recognized in Income on Derivatives (Ineffective Portion)			Location of Loss Recognized in Income on Derivatives (Ineffective Portion)
	(in millions)			(in millions)
Interest rate swap contracts	$	(32	)	$	(1910	)	Interest expense	$	—
Commodity contracts	2(21		)	(62		)	Cost of goods sold	—(1		)	Other income, net
Foreign currency contracts	(14		)	1—			Cost of goods sold	—
	$	(219	)	$	(248	)		$	—(1	)

Six Months Ended June 30, 2011
Nine Months Ended September 30, 2012
Derivatives Designated as Hedging Instruments	Amount of (Loss) Gain Recognized in OCI on Derivatives (Effective Portion)			Amount of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)			Location of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Loss Recognized in Income on Derivatives (Ineffective Portion)			Location of Loss Recognized in Income on Derivatives (Ineffective Portion)
	(in millions)			(in millions)
Interest rate swap contracts	$	(104	)	$	(1929	)	Interest expense	$	—
Commodity contracts	(57		)	6(9		)	Cost of goods sold	(1—		)	~~Other income, net~~
Foreign currency contracts	(2		)	(1		)	Cost of goods sold	—
	$	~~(17~~1	)	$	(1437	)		$	(1—	)



Nine Months Ended September 30, 2011
Derivatives Designated as Hedging Instruments	Amount of (Loss) Gain Recognized in OCI on Derivatives (Effective Portion)			Amount of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)			Location of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Loss Recognized in Income on Derivatives (Ineffective Portion)			Location of Loss Recognized in Income on Derivatives (Ineffective Portion)
	(in millions)			(in millions)
Interest rate swap contracts	$	(12	)	$	(29	)	Interest expense	$	—
Commodity contracts	(26		)	8			Cost of goods sold	(1		)	Other income, net
Foreign currency contracts	2			(1		)	Cost of goods sold	—
	$	(36	)	$	(22	)		$	(1	)


8.	Inventories, Net.

Inventories, net consists of the following:

	June 30, 2012		December 31, 2011
	(in millions)
Raw materials	$	528	$	248
Work in process	237		202
Finished goods	1,097		894
	$	1,862	$	1,344

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)



	September 30, 2012		December 31, 2011
	(in millions)
Raw materials	$	530	$	248
Work in process	249		202
Finished goods	1,154		894
	$	1,933	$	1,344


9.	Goodwill and Intangible Assets, Net.

Goodwill consists of the following:



	September 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Impairment			Net Carrying Value		Gross Carrying Amount		Accumulated Impairment			Net Carrying Value
	(in millions)
Automotive	$	1,351	$	(226	)	$	1,125	$	1,323	$	(226	)	$	1,097
Energy	894		—			894		—		—			—
Railcar	7		—			7		7		—			7
Food Packaging	3		—			3		3		—			3
Metals	13		—			13		20		—			20
	$	2,268	$	(226	)	$	2,042	$	1,353	$	(226	)	$	1,127

Intangible assets, net consists of the following:

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

	June 30, 2012												December 31, 2011
			September 30, 2012												December 31, 2011
	GrossCarryingAmount				AccumulatedImpairment				NetCarryingValue				GrossCarryingAmount				AccumulatedImpairment				NetCarryingValue
	Useful Life		Gross Carrying Amount				AccumulatedAmortization				NetCarryingValue				GrossCarryingAmount				AccumulatedAmortization				NetCarryingValue
	(in millions)
	(in years)
Automotive	$	1,331			$	(226	)		$	1,105			$	1,323			$	(226	)		$	1,097
Definite-lived intangible assets:
Energy	894				—				894				—				—				—
Automotive	1 - 22		$	657			$	(258	)		$	399			$	656			$	(222	)		$	434
Railcar	7				—				7				7				—				7
Energy	20 - 25		358				(7		)		351				—				—				—
Food Packaging	3				—				3				3				—				3
Gaming	3 - 42		17				(3		)		14				25				(2		)		23
Metals	14				—				14				20				—				20
Food Packaging	6 - 12		23				(16		)		7				23				(14		)		9
	$	2,249			$	(226	)		$	2,023			$	1,353			$	(226	)		$	1,127
Metals	5 - 15		20				(9		)		11				15				(7		)		8
Real Estate	12 - 12.5		121				(41		)		80				121				(34		)		87
			$	1,196			$	(334	)		862				$	840			$	(279	)		561
Indefinite-lived intangible assets:
Automotive											231												277
Gaming											54												54
Food Packaging											2												2
Metals											4												2
Home Fashion											3												3
											294												338
Intangible assets, net											$	1,156											$	899

~~Intangible~~We recorded amortization expense for the three months ended September 30, 2012 and 2011 of $22 million and $17 million, respectively, associated with definite-lived intangible assets, ~~net~~and ~~consists~~for the nine months ended September 30, 2012 and 2011 we recorded amortization expense of $55 million and $48 million, respectively. We utilize the ~~following:~~straight-line method of amortization, recognized over the estimated useful lives of the assets.

		June 30, 2012							December 31, 2011
	Useful Life	GrossCarryingAmount		AccumulatedAmortization			NetCarryingValue		GrossCarryingAmount		AccumulatedAmortization			NetCarryingValue
	(in years)	(in millions)
Definite-lived intangible assets:
Automotive	1 - 22	$	656	$	(246	)	$	410	$	656	$	(222	)	$	434
Energy	20 - 25	358		(3		)	355		—		—			—
Gaming	3 - 42	17		(2		)	15		25		(2		)	23
Food Packaging	6 - 12	23		(15		)	8		23		(14		)	9
Metals	5 - 15	20		(8		)	12		15		(7		)	8
Real Estate	12 - 12.5	121		(38		)	83		121		(34		)	87
		$	1,195	$	(312	)	883		$	840	$	(279	)	561
Indefinite-lived intangible assets:
Automotive							264							277
Gaming							54							54
Food Packaging							2							2
Metals							2							2
Home Fashion							3							3
							325							338
Intangible assets, net							$	1,208						$	899

We recorded amortization expense for the three months ended June 30, 2012 and 2011 of $18 million and $16 million, respectively, associated with definite-lived intangible assets, and for the six months ended June 30, 2012 and 2011 we recorded amortization expense of $33 million and $31 million, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

Automotive

During the six months ended June 30, 2012, our Automotive segment increased goodwill and decreased property, plant and equipment by $8 million to correct for property, plant and equipment that were improperly valued in our initial purchase accounting.Goodwill

During the ~~second~~nine ~~quarter~~months ofended September 30, 2012, ~~Federal-Mogul's~~our ~~board~~Automotive ofsegment ~~directors approved~~increased agoodwill ~~restructuring~~and ~~plan~~decreased property, plant and equipment by $8 million to ~~reduce~~correct orfor property, plant and equipment that were improperly valued in our initial purchase accounting.

31In June 2012, Federal-Mogul entered into a definitive agreement to purchase the BERU spark plug business from BorgWarner, Inc. These spark plugs are manufactured in France and Germany and are sold to European original equipment manufacturers. The purchase was finalized at the end of September 2012 for $52 million, net of acquired cash. Federal-Mogul has performed a preliminary allocation of the purchase price in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) Topic 805, Business Combinations. Federal-Mogul is utilizing a third party to assist in the fair value determination of certain components of the purchase price allocation, namely fixed assets and intangible assets. Federal-Mogul has preliminarily recorded $20 million of goodwill associated with this acquisition.

During the first half of 2012, Federal-Mogul was organized into four business units (Powertrain Energy ("PTE"), Powertrain Sealing and Bearings ("PTSB"), Vehicle Safety and Protection ("VSP") and Global Aftermarket). These four business units represented our reporting units for our goodwill impairment analysis for our Automotive segment for the periods prior and during the second quarter of 2012. During the second quarter of 2012, Federal-Mogul's board of directors approved a restructuring plan to reduce or eliminate capacity at several high cost VSP facilities and transfer production to lower cost locations. As a result, we determined that this restructuring plan indicated that an impairment may have existed in one of our Automotive reporting units, VSP, which had a balance of $720 million of goodwill allocated to it as of June 30, 2012. In assessing whether we had an impairment in our VSP reporting unit, we considered certain trends of businesses comprising our

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~eliminate capacity at several high cost~~ VSP ~~facilities and transfer production to lower cost locations. As a result, we determined that this restructuring plan indicated that an impairment may exist in one of our Automotive~~ reporting ~~units, VSP, which had a balance of $720 million of goodwill allocated to it. In assessing whether we had an impairment in our VSP reporting~~ unit, ~~we considered certain trends of businesses comprising our VSP reporting unit,~~ along with other quantitative and qualitative factors, and concluded that this restructuring event did not result in a goodwill impairment charge during the second quarter of 2012 for our VSP reporting unit.

AsDuring ~~previously~~the ~~announced~~third quarter of 2012, the board of directors of Federal-Mogul decided to segment Federal-Mogul's operating businesses into two ~~separate~~business units, Powertrain and ~~independent~~Vehicle ~~divisions.~~Component ~~One~~Solutions ~~division~~("VCS"). Powertrain will focus primarily on the manufacture and sale of powertrain products to original equipment manufacturers while ~~the~~VCS ~~other~~ will consist of Federal-Mogul's global aftermarket as well as its brake, chassis and wipers businesses. Federal-Mogul has initiated several actions in connection with the creation of the two ~~operating~~business ~~divisions~~units, including the hiring of a new Chief Executive Officer for the ~~aftermarket~~VCS ~~division~~group and the identification of facilities that will be managed by each ~~division. As~~business this new segmentation of our Automotive reporting segment will result in reconsideration of its reporting units during the second half of 2012, our Automotive segment's existing goodwill will be required to be reassigned utilizing a relative fair value allocation approach in accordance with FASB ASC Topic 350, Intangibles-Goodwill and Othergroup. It ~~is possible that this goodwill reassignment could result in a goodwill impairment during the second half of fiscal 2012.~~

~~Based~~ ~~upon~~As ~~certain~~a ~~impairment~~result ~~indicators~~of ~~related~~the toreorganization ~~our~~of ~~Automotive segment~~Federal-Mogul's ~~friction~~operating businesses into two business units as of September 1, ~~including~~2012, ~~lower~~the ~~than~~reporting ~~expected~~units ~~profits~~for ~~and~~our ~~cash~~Automotive ~~flows~~segment ~~due~~have toalso ~~continued~~been ~~lower~~reorganized ~~aftermarket~~accordingly ~~volumes,~~and ~~further~~now ~~product~~consists ~~mix~~of ~~shifts~~Powertrain and ~~pressure~~VCS. As ona ~~margins~~result of this reorganization, we were required to reassign our Automotive segment's ~~performed~~existing agoodwill ~~trademarks~~balances ~~and~~to ~~brand~~the ~~names~~new ~~impairment~~reporting ~~analysis~~units inutilizing ~~accordance~~a ~~with~~relative ~~the~~fair ~~subsequent~~value ~~measurement~~allocation ~~provisions~~approach ofin accordance with FASB ASC Topic 350,. With ~~Intangibles~~the assistance of a third-party ~~Goodwill~~appraiser, we allocated $485 million and ~~Other.~~$620 ~~This~~million ~~impairment~~of ~~analysis~~goodwill ~~compares~~based ~~the~~on their fair values as of ~~these~~September ~~assets~~1, 2012 to the ~~related~~Powertrain ~~carrying~~and ~~values~~VCS reporting units, ~~and~~respectively. This ~~impairment~~allocation ~~charges~~excludes ~~are~~an ~~recorded~~allocation ~~for~~of ~~any~~$20 ~~excess~~million of ~~carrying~~goodwill ~~values~~related ~~over~~to ~~fair~~the ~~values.~~BERU ~~These~~purchase ~~fair~~as ~~values~~discussed, ~~are~~all ~~based~~of ~~upon~~which been allocated to the ~~prospective~~Powertrain ~~stream~~reporting ofunit. ~~hypothetical~~In ~~after-tax~~addition, ~~royalty~~we ~~cost~~evaluated ~~savings~~the ~~discounted~~potential atfor ~~rates~~goodwill ~~that~~impairment ~~reflect~~resulting from the ~~rates~~reorganization of ~~return~~reporting ~~appropriate~~units. In ~~for~~assessing ~~these~~whether ~~intangible~~we ~~assets.~~had ~~Based~~an ~~upon~~impairment ~~this~~in ~~analysis,~~either of our ~~Automotive~~Powertrain ~~segment~~or ~~recognized~~VCS areporting ~~$13~~units, ~~million~~we ~~impairment~~considered ~~charge~~certain ~~for~~trends ~~each~~ of ~~the~~businesses ~~three~~comprising our Powertrain and ~~six~~VCS ~~months~~reporting ~~ended~~units, ~~June~~along 30with other quantitative and qualitative factors, and concluded that the business reorganization did not result in a goodwill impairment charge during the third quarter of 2012.

Reporting unit fair values are based upon consideration of various valuation methodologies, one of which is projecting future cash flows discounted at rates commensurate with the risks involved (“Discounted Cash Flow” or “DCF”). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. We believe that our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in a DCF are based on estimates of the weighted-average cost of capital (“WACC”) of a market participant. Such estimates are derived from our analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective.

We note that our Automotive segment's VCS reporting unit's fair value exceeded its carrying value by less than 1%, and accordingly is deemed to be at risk of failing “Step 1” of a goodwill impairment analysis. Because our Automotive segment's VCS reporting unit's fair value exceeded its carrying value by such a small margin, we believe that it was prudent to perform a "Step 2" goodwill impairment analysis for our Automotive segment's VCS reporting unit. "Step 2" calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit, from the fair value of the reporting unit as determined in "Step 1". The implied fair value of goodwill determined in this "Step 2" is compared to the carrying value of goodwill. Given the complexity of the calculation, we have not yet finalized “Step 2” of its goodwill impairment assessment. To the extent that the finalization of our assessment of goodwill requires adjustment to the preliminary impairment charge, such adjustment would be recorded in the fourth quarter of 2012.

Intangible Assets

Based upon certain impairment indicators related to our Automotive segment's friction business during the second quarter of 2012, including lower than expected profits and cash flows due to continued lower aftermarket volumes, further product mix shifts and pressure on margins, our Automotive segment performed a trademarks and brand names impairment analysis in accordance with the subsequent measurement provisions of FASB ASC Topic 350. As a result of this impairment analysis, we recorded an impairment charge of $13 million during the second quarter of 2012. In addition, in conjunction with our goodwill impairment test that was precipitated by the reorganization as of September 1, 2012, as discussed above, we also performed a trademarks and brand names impairment analysis in accordance with FASB ASC 350, Intangibles-Goodwill and other, as of September 1, 2012. Our impairment analyses compare the fair values of these assets to the related carrying values, and impairment charges are recorded for any excess of carrying values over fair values. These fair values are based upon the prospective stream of hypothetical after-tax royalty cost savings discounted at rates that reflect the rates of return appropriate for these intangible assets. Based upon these analyses, our Automotive segment recognized a $33 million and $46 million impairment charge for the three and nine months ended September 30, 2012.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

Energy

As further discussed in Note 2, "Acquisition," we acquired a controlling interest in CVR on May 4, 2012. As a result, of the acquisition, based on preliminary valuations, we recorded goodwill of $894 million, of which $652 million and $242 million was allocated to our Energy segment's petroleum and fertilizer reporting units, respectively. The allocation of goodwill to our Energy segment's reporting units will be subject to additional adjustments as we finalize our purchase price allocation. The goodwill arising from the acquisition is largely due to certain CVR factors, including CVR's location attributes, trained and assembled workforce, and a deferred tax liability offset adjustment, which arises from the nature of the stock transaction. Specifically related to locational attributes, CVR is an inland refiner that buys the majority of its crude oil at prices linked to the West Texas Intermediate benchmark and then sells gasoline at prices based on global benchmarks like the North Sea Brent crude. This is beneficial to CVR because oil production in the North American heartland is rising faster than the inland crude can be piped to available refiners; this oversupply has benefited the gross margins of Midwestern refiners such as CVR. None of the goodwill recognized is deductible for income tax purposes.

In addition, we recorded definite-lived intangible assets aggregating $358 million, of which $46 million related to gasification technology license with a useful life of 25 years, $12 million related to permitting assets with a useful life of 25 years and $300 million related to customer relationships with a useful life of 20 years. The gasification technology license and customer relationships definite-lived intangibles were allocated solely to our Energy segment's fertilizer reporting unit and the permitting assets definite-lived intangible assets were allocated solely to our Energy segment's petroleum reporting unit. The allocation of goodwill and intangibles to our Energy segment's reporting units will be subject to additional adjustments as we finalize our purchase price allocation. None of the goodwill recognized is deductible for income tax purposes.

Gaming

During the ~~three~~second ~~months~~quarter ~~ended~~of ~~June 30,~~ 2012, our Gaming segment corrected $5 million related to its stepped-up value of certain definite-lived intangibles that were overstated in its initial purchase accounting. In addition, during the ~~three~~second ~~months~~quarter ~~ended~~of ~~June 30,~~ 2012, our Gaming segment recognized an impairment charge of $2 million related to certain intangible assets (favorable lease arrangements) related to certain original tenant leases being terminated early.

Railcar

32We perform the annual goodwill impairment test as of March 1 of each year for our Railcar segment. For purposes of goodwill impairment testing, our Railcar segment's manufacturing reporting unit is the only reporting unit with allocated goodwill. We assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying amount. If, however, we had determined that it was more likely than not that the fair value of the reporting unit was less than its carrying amount, then we would perform the first step of the two-step goodwill impairment test. In evaluating whether it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, we considered various qualitative and quantitative factors, including macroeconomic conditions, railcar industry trends and the fact that our railcar manufacturing reporting unit has historical positive operating cash flows that we anticipate will continue. After assessing these factors, we determined that it was more likely than not the fair value of our railcar manufacturing reporting unit was greater than its carrying amount, and therefore no further testing was necessary.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012 (Unaudited)

We perform the annual goodwill impairment test as of March 1 of each year for our Railcar segment. For purposes of goodwill impairment testing, our Railcar operating segment constitutes our reporting unit ("Railcar reporting unit"). We assess qualitative factors to determine whether it is more likely than not that the fair value of our Railcar reporting unit is greater than its carrying amount. If, however, we had determined that it was more likely than not that the fair value of our Railcar reporting unit was less than its carrying amount, then we would perform the first step of the two-step goodwill impairment test. In evaluating whether it is more likely than not that the fair value of our Railcar reporting unit is greater than its carrying amount, we considered various qualitative and quantitative factors, including macroeconomic conditions, railcar industry trends and the fact that our Railcar reporting unit has historical positive operating cash flows that we anticipate will continue. After assessing these factors, we determined that it was more likely than not the fair value of our Railcar reporting unit was greater than its carrying amount, and therefore no further testing was necessary.

Food Packaging

As a result of our acquisition of a controlling interest in Viskase on January 15, 2010, certain long-term assets have been adjusted as a result of our required utilization of common control parties' underlying basis in such assets. As of ~~June~~September 30, 2012, the net balances of such assets included adjustments as follows: $3 million for goodwill and $109 million for intangible assets.

Metals

During the ~~six~~nine months ended ~~June~~September 30, 2012, PSC Metals reduced its goodwill by $67 million. This change related to certain acquisitions made during ~~fiscal~~ 2011 and consisted of a $910 million increase in tangible and identifiable intangible assets due to finalization of purchase price allocations, offset by additional purchase price payments of $3 million.


10.	Property, Plant and Equipment, Net.

Property, plant and equipment, net consists of the following:

	Useful Life	June 30, 2012			December 31, 2011
	(in years)	(in millions)
Land		$	461		$	464
Buildings and improvements	4 - 40	1,987			1,040
Machinery, equipment and furniture	1 - 30	4,189			2,565
Assets leased to others	15 - 39	621			509
Construction in progress		607			410
		7,865			4,988
Less: Accumulated depreciation and amortization		(1,645		)	(1,483		)
Property, plant and equipment, net		$	6,220		$	3,505

Depreciation and amortization expense related to property, plant and equipment for the three months ended June 30, 2012 and 2011 was $115 million and $86 million, respectively, and for the six months ended June 30, 2012 and 2011 was $200 million and $172 million, respectively.

11. Debt.

Debt consists of the following:

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

	June 30, 2012				December 31, 2011
	Useful Life		September 30, 2012				December 31, 2011
	(in millions)
	(in years)		(in millions)
8% senior unsecured notes due 2018 - Icahn Enterprises Holdings(1)	$	2,158			$	1,444
Land			$	467			$	464
7.75% senior unsecured notes due 2016 - Icahn Enterprises Holdings(1)	1,047				1,046
Buildings and improvements	4 - 40		2,022				1,040
Senior unsecured variable rate convertible notes due 2013 - Icahn Enterprises Holdings(1)	556				556
Machinery, equipment and furniture	1 - 30		4,289				2,565
Debt facilities - Automotive	2,737				2,737
Assets leased to others	15 - 39		664				509
Debt facilities - Energy	727				—
Construction in progress			665				410
Credit facilities - Energy	125				—
			8,107				4,988
Debt facilities - Gaming	—				49
Less: Accumulated depreciation and amortization			(1,782		)		(1,483		)
Credit facilities - Gaming	171				—
Property, plant and equipment, net			$	6,325			$	3,505
Senior unsecured notes - Railcar	275				275
Senior secured notes and revolving credit facility - Food Packaging	214				214
Mortgages payable - Real Estate	73				75
Other	113				67
Total debt	$	8,196			$	6,463

Depreciation and amortization expense related to property, plant and equipment for the three months ended September 30, 2012 and 2011 was $134 million and $86 million, respectively, and for the nine months ended September 30, 2012 and 2011 was $334 million and $258 million, respectively.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)


11.	Debt.

Debt consists of the following:



	September 30, 2012		December 31, 2011
	(in millions)
8% senior unsecured notes due 2018 - Icahn Enterprises Holdings⁽¹⁾	$	2,472	$	1,444
7.75% senior unsecured notes due 2016 - Icahn Enterprises Holdings⁽¹⁾	1,047		1,046
Senior unsecured variable rate convertible notes due 2013 - Icahn Enterprises Holdings⁽¹⁾	556		556
Debt facilities - Automotive	2,737		2,737
Debt facilities - Energy	724		—
Credit facilities - Energy	125		—
Debt facilities - Gaming	—		49
Credit facilities - Gaming	171		—
Senior unsecured notes - Railcar	175		275
Senior secured notes and revolving credit facility - Food Packaging	214		214
Mortgages payable - Real Estate	72		75
Other	120		67
Total debt	$	8,413	$	6,463

⁽¹⁾Proceeds from the issuance of each of Icahn Enterprises' notes were transferred to Icahn Enterpriser Holdings under identical terms and conditions.

Senior Unsecured Notes - Icahn Enterprises Holdings

8% Senior Unsecured Notes Due 2018 and 7.75% Senior Unsecured Notes Due 2016

On January 15, 2010, Icahn Enterprises and Icahn Enterprises Finance Corp. (“Icahn Enterprises Finance”) (collectively, the “Issuers”), issued $850 million aggregate principal amount of 7.75% Senior Unsecured Notes due 2016 (the “2016 Notes”) and $1,150 million aggregate principal amount of 8% Senior Unsecured Notes due 2018 (the “2018 Notes” and, together with the 2016 Notes, referred to as the “Initial Notes”) pursuant to the purchase agreement, dated January 12, 2010, by and among the Issuers, Icahn Enterprises Holdings, as guarantor (the “Guarantor”), and Jefferies & Company, Inc., as initial purchaser. The gross proceeds from the sale of the Initial Notes were $1,987 million, a portion of which was used to retire certain notes during ~~fiscal~~ 2010. Interest on the 2016 Notes and 2018 Notes are payable on January 15 and July 15 of each year, commencing July 15, 2010.

On November 12, 2010, the Issuers issued an additional $200 million aggregate principal amount of the 2016 Notes and $300 million aggregate principal amount of the 2018 Notes (such notes are collectively referred to as the “2010 Additional Notes”), pursuant to the purchase agreement, dated November 8, 2010, by and among the Issuers, Icahn Enterprises Holdings, as guarantor and Jefferies & Company, Inc., as initial purchaser. The 2010 Additional Notes constitute the same series of securities as the Initial Notes for purposes of the indenture governing the notes and vote together on all matters with such series. The 2010 Additional Notes have substantially identical terms as the Initial Notes. The gross proceeds from the sale of the 2010 Additional ~~New~~ Notes were $512 million.

On January 17, 2012, ~~and~~ February 6, 2012 and July 12, 2012, the Issuers issued an additional aggregate $~~700~~1,000 million principal amount of the 2018 Notes (such notes are collectively referred to as the “2012 Additional Notes”), pursuant to their respective purchase agreements, by and among the Issuers, Icahn Enterprises Holdings, as guarantor and Jefferies & Company, Inc., as initial purchaser. These notes constitute the same series of securities as the Initial Notes for purposes of the indenture governing the notes and vote together on all matters with such series. These notes have substantially identical terms as the Initial Notes. The aggregate gross proceeds from the sale of ~~these~~2012 ~~notes~~Additional Notes were ~~$716~~1,030 million and will be used for general corporate purposes.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

The Initial Notes, 2010 Additional Notes and 2012 Additional Notes (referred to collectively as the notes) were issued under and are governed by an indenture, dated January 15, 2010 (the “Indenture”), among the Issuers, the Guarantor and Wilmington Trust Company, as trustee. The Indenture contains customary events of defaults and covenants relating to, among other things, the incurrence of debt, affiliate transactions, liens and restricted payments. On or after January 15, 2013, the Issuers may redeem all of the 2016 Notes at a price equal to 103.875% of the principal amount of the 2016 Notes, plus accrued and unpaid interest, with such optional redemption prices decreasing to 101.938% on and after January 15, 2014 and 100% on and after January 15, 2015. On or after January 15, 2014, the Issuers may redeem all of the 2018 Notes at a price equal to 104.000% of the principal amount of the 2018 Notes, plus accrued and unpaid interest, with such option redemption prices decreasing to 102.000% on and after January 15, 2015 and 100% on and after January 15, 2016. Before January 15, 2013, the Issuers may redeem up to 35% of the aggregate principal amount of each of the 2016 Notes and 2018 Notes with the net proceeds of certain equity offerings at a price equal to 107.750% and 108.000%, respectively, of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of redemption, provided that at least 65% of the aggregate principal amount of the 2016 Notes or 2018 Notes, as the case may be, originally issued remains outstanding immediately after such redemption. If the Issuers experience a change of control, the Issuers must offer to purchase for cash all or any part of each holder's notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.

The notes and the related guarantee are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers' and the Guarantor's existing and future senior unsecured indebtedness and rank senior to all of the Issuers' and the Guarantor's existing and future subordinated indebtedness. The notes and the related guarantee are effectively subordinated to the Issuers' and the Guarantor's existing and future secured indebtedness to the extent of the collateral securing such indebtedness. The notes and the related guarantee are also effectively subordinated to all indebtedness and other liabilities of the Issuers' subsidiaries other than the Guarantor.

In connection with the issuance of the 2012 Additional Notes, the Issuers and the Guarantor entered into Registration Rights Agreements, one of which was dated January 17, 2012, another of which was dated February 6, 2012 and the other dated ~~February~~July 612, 2012, with the Initial Purchaser. On January 20, 2012, we filed an initial registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the 2012 Additional Notes. ~~The~~issued ~~SEC~~on ~~declared~~January ~~our~~17, ~~exchange~~2012. ~~offer~~The registration statement onwas ~~Form~~subsequently ~~S-4~~amended ~~under~~in to include the ~~Securities~~2012 ~~Act~~Additional ~~with~~Notes ~~respect~~issued toon ~~the~~February 6, 2012. ~~Additional~~The ~~Notes~~SEC declared this exchange offer registration statement on Form S-4 effective on March 20, 2012. Pursuant to the Registration Rights Agreements dated January 17, 2012 and February 6, 2012, we subsequently commenced the exchange offer to exchange the unregistered 2012 Additional Notes issued on January 17, 2012 and February 6, 2012 for notes that are registered with the SEC ("Exchange Notes") and the exchange offer expired on April 18, 2012. All ~~The~~such ~~2012~~notes ~~Additional Notes in the aggregate principal amount of $700 million~~ were properly tendered in the exchange offer and accepted by us in exchange for registered Exchange Notes.

AsWith ~~described~~respect into ~~Note~~the ~~19,~~2012 ~~"Subsequent~~Additional ~~Events,"~~Notes issued on July 12, 2012, we ~~issued~~filed an ~~additional~~initial ~~$300~~registration ~~million~~statement ~~principal~~on ~~amount~~Form ofS-4 under the ~~2018~~Securities ~~Notes~~on ("September 5, 2012. The SEC declared this exchange offer registration statement on Form S-4 effective on October 12, 2012. Pursuant to the Registration Rights Agreement dated July 12, 2012, we subsequently commenced the exchange offer to exchange the unregistered 2012 Additional ~~2018~~notes issued on July 12, 2012 for Exchange Notes"). This exchange offer expires on November 9, 2012.

Senior Unsecured Variable Rate Convertible Notes Due 2013 - Icahn Enterprises Holdings

In April 2007, Icahn Enterprises issued an aggregate of $600 million of variable rate senior convertible notes due 2013 (the “variable rate notes”). The variable rate notes were sold in a private placement pursuant to Section 4(2) of the Securities Act, and issued pursuant to an indenture dated as of April 5, 2007, by and among Icahn Enterprises, as issuer, Icahn Enterprises Finance, as co-issuer, and Wilmington Trust Company, as trustee. Other than Icahn Enterprises Holdings, no other subsidiaries guarantee payment on the variable rate notes. The variable rate notes bear interest at a rate of three-month LIBOR minus 125 basis points, but the all-in-rate can be no less than 4.0% nor more than 5.5%, and are convertible into Icahn Enterprises' depositary units at a conversion price of $132.595 per Icahn Enterprises' depositary unit per $1,000 principal amount, subject to adjustments in certain circumstances. Pursuant to the indenture governing the variable rate notes, on October 5, 2008, the conversion price was adjusted downward to $105.00 per Icahn Enterprises' depositary unit per $1,000 principal amount. As a result of the unit distributions on May 31, 2011, March 30, 2012, May 31, 2012 and ~~May~~August 31, 2012, the conversion price was adjusted further downward to $102.7511 per Icahn Enterprises' depositary unit per $1,000 principal amount. As of ~~June~~September 30, 2012, the interest rate was 4.0%. The interest on the variable rate notes is payable quarterly on each January 15, April 15, July 15 and October 15. The variable rate notes mature on August 15, 2013, assuming they have not been converted to Icahn Enterprises' depositary units before their maturity date.

In the event that Icahn Enterprises declares a cash dividend or similar cash distribution in any calendar quarter with respect to its depositary units in an amount in excess of $0.10 per depositary unit (as adjusted for splits, reverse splits and/or stock dividends), the indenture governing the variable rate notes requires that Icahn Enterprises simultaneously make such distribution to holders of the variable rate notes in accordance with a formula set forth in the indenture. Icahn Enterprises paid aggregate cash distributions of $1 million for the six months ended June 30, 2011 to holders of the variable rate notes in respect to Icahn Enterprises' distribution payments to its depositary unitholders. There were no distributions during the three and six months ended June 30, 2012. Such amounts have been classified as interest expense in our consolidated statements of operations.40

Senior Unsecured Notes Restrictions and Covenants

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

In the event that Icahn Enterprises declares a cash dividend or similar cash distribution in any calendar quarter with respect to its depositary units in an amount in excess of $0.10 per depositary unit (as adjusted for splits, reverse splits and/or stock dividends), the indenture governing the variable rate notes requires that we simultaneously make such distribution to holders of the variable rate notes in accordance with a formula set forth in the indenture. We paid aggregate cash distributions of $1 million for the nine months ended September 30, 2011 to holders of our variable rate notes in respect to Icahn Enterprises' distribution payments to its depositary unitholders. There were no distributions during the three and nine months ended September 30, 2012. Such amounts have been classified as interest expense in our consolidated statements of operations.

Senior Unsecured Notes Restrictions and Covenants

The indenture governing the variable rate notes, and the indenture governing both the 2016 Notes and the 2018 Notes (including the 2010 Additional Notes and the 2012 Additional Notes), restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the applicable indenture, with certain exceptions. In addition, the indentures require that on each quarterly determination date Icahn Enterprises and Icahn Enterprises Holdings, as guarantor of the notes, maintain certain minimum financial ratios, as defined therein. The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.

As of ~~June~~September 30, 2012 and December 31, 2011, both we and Icahn Enterprises were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the applicable indentures. Additionally, as of ~~June~~September 30, 2012, based on covenants in the applicable indenture governing our senior unsecured notes, both we and Icahn Enterprises are permitted to incur approximately $1.5 billion in additional indebtedness.

Debt Facilities - Automotive

On December 27, 2007, Federal-Mogul entered into a Term Loan and Revolving Credit Agreement (the “Debt Facilities”) with Citicorp U.S.A. Inc. as Administrative Agent, JPMorgan Chase Bank, N.A. as Syndication Agent and certain lenders. The Debt Facilities include a $540 million revolving credit facility (which is subject to a borrowing base and can be increased under certain circumstances and subject to certain conditions) and a $2,960 million term loan credit facility divided into a $1,960 million tranche B loan and a $1,000 million tranche C loan.

The obligations under the revolving credit facility mature December 27, 2013 and bear interest in accordance with a pricing grid based on availability under the revolving credit facility. Interest rates on the pricing grid range from LIBOR plus 1.50% to LIBOR plus 2.00% and ABR plus 0.50% to ABR plus 1.00%. The tranche B term loans mature December 27, 2014 and the tranche C term loans mature December 27, 2015. All Debt Facilities term loans bear interest at LIBOR plus 1.9375% or at ABR plus 0.9375% at Federal-Mogul's election.

During ~~fiscal~~ 2008, Federal-Mogul entered into a series of five-year interest rate swap agreements with a total notional value of $1,190 million to hedge the variability of interest payments associated with its variable rate term loans under the Debt Facilities. Through use of these swap agreements, Federal-Mogul has fixed its base interest and premium rate at a combined average interest rate of approximately 5.37% on the hedged principal amount of $1,190 million. Since the interest rate swaps hedge the variability of interest payments on variable rate debt with the same terms, they qualify for cash flow hedge accounting treatment. To the extent that interest rates change by 25 basis points, Federal-Mogul's annual interest expense would show a corresponding change of approximately $6 million, $7 million and $2 million for the years ending December 31, 2013, 2014 and 2015, respectively, representing the term of Federal-Mogul's variable-rate term loans.

As of ~~June~~September 30, 2012 and December 31, 2011, the borrowing availability under the revolving credit facility was $~~478~~461 million and $496 million, respectively. Federal-Mogul had $4039 million and $38 million of letters of credit outstanding as of ~~June~~September 30, 2012 and December 31, 2011, respectively, pertaining to the term loan credit facility. To the extent letters of credit associated with the revolving credit facility are issued, there is a corresponding decrease in borrowings available under this facility.

The obligations of Federal-Mogul under the Debt Facilities are guaranteed by substantially all of its domestic subsidiaries and certain foreign subsidiaries, and are secured by substantially all personal property and certain real property of Federal-Mogul and such guarantors, subject to certain limitations. The liens granted to secure these obligations and certain cash management and hedging obligations have first priority.

The Debt Facilities contain certain affirmative and negative covenants and events of default, including, subject to certain exceptions, restrictions on incurring additional indebtedness, mandatory prepayment provisions associated with specified asset sales and dispositions, and limitations on (i) investments; (ii) certain acquisitions, mergers or consolidations; (iii) sale and leaseback transactions; (iv) certain transactions with affiliates and (v) dividends and other payments in respect of capital stock. At June 30, 2012 and December 31, 2011, Federal-Mogul was in compliance with all debt covenants under the Debt Facilities.41

Debt and Credit Facilities - Energy

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~2017~~The ~~(the~~Debt ~~"CVR~~Facilities ~~Second~~contain ~~Lien~~certain ~~Notes"~~affirmative and, ~~together~~negative ~~with~~covenants ~~the~~and ~~CVR~~events ~~First~~of ~~Lien~~default, ~~Notes~~including, ~~the~~subject ~~"CVR~~to ~~Notes"). On~~certain ~~December 15~~exceptions, ~~2011,~~restrictions ~~the~~on ~~CVR~~incurring ~~Issuers sold an~~ additional ~~$200~~indebtedness, ~~million~~mandatory ~~aggregate~~prepayment ~~principal~~provisions ~~amount~~associated ofwith ~~9.0%~~specified ~~First~~asset ~~Lien~~sales ~~Senior~~and ~~Secured~~dispositions, ~~Notes~~and ~~due~~limitations ~~2015~~on (~~"New~~i) ~~CVR~~investments; ~~Notes"~~(ii)~~. The~~ ~~New~~certain ~~CVR~~acquisitions, ~~Notes~~mergers ~~were~~or ~~issued~~consolidations; as(iii) ~~"Additional~~sale ~~CVR~~and ~~Notes"~~leaseback ~~pursuant~~transactions; ~~to the indenture dated April 6, 2010~~ (~~the "CVR Indenture"~~iv) ~~and,~~certain ~~together~~transactions with ~~the~~affiliates ~~existing~~and ~~CVR~~(v) ~~First~~dividends ~~Lien~~and ~~Notes,~~other ~~are~~payments ~~treated~~in asrespect aof ~~single~~capital ~~class~~stock. ~~for~~At ~~all purposes under the CVR Indenture including~~September 30, ~~without~~2012 ~~limitation,~~and ~~waivers,~~December ~~amendments~~31, ~~redemptions and other offers to purchase. Unless otherwise indicated~~2011, ~~the~~Federal-Mogul ~~New~~was ~~CVR~~in ~~Notes~~compliance ~~and~~with ~~the~~all ~~existing~~debt ~~first~~covenants ~~lien~~under ~~notes are collectively referred to herein as~~ the ~~"CVR~~Debt ~~First Lien Notes"~~Facilities.

~~The~~Debt ~~CVR~~and ~~First~~Credit ~~Lien~~Facilities Notes mature on April 1, 2015, unless earlier redeemed or repurchased by the CVR Issuers. The CVR Second Lien Notes mature on April 1, 2017, unless earlier redeemed or repurchased by the CVR Issuers. Interest is payable on the Notes semi-~~annually~~ onEnergy ~~April 1 and October 1 of each year. The CVR Notes are fully and unconditionally guaranteed by each of CRLLC's subsidiaries other than CVR LP and CRNF.~~

On April 6, 2010, CRLLC and its wholly owned subsidiary, Coffeyville Finance Inc. (together the "CVR Issuers"), completed a private offering of $275 million aggregate principal amount of 9.0% First Lien Senior Secured Notes due 2015 (the "CVR First Lien Notes") and $225 million aggregate principal amount of 10.875% Second Lien Senior Secured Notes due 2017 (the "CVR Second Lien Notes" and, together with the CVR First Lien Notes, the "CVR Notes"). On December 15, 2011, the CVR Issuers sold an additional $200 million aggregate principal amount of 9.0% First Lien Senior Secured Notes due 2015 ("New CVR Notes"). The New CVR Notes were issued as "Additional CVR Notes" pursuant to the indenture dated April 6, 2010 (the "CVR Indenture") and, together with the existing CVR First Lien Notes, are treated as a single class for all purposes under the CVR Indenture including, without limitation, waivers, amendments, redemptions and other offers to purchase. Unless otherwise indicated, the New CVR Notes and the existing first lien notes are collectively referred to herein as the "CVR First Lien Notes."

The CVR First Lien Notes were scheduled to mature on April 1, 2015, unless earlier redeemed or repurchased by the CVR Issuers. See Note 19, "Subsequent Events-Energy," for further discussion related to the recent tender of a portion of the CVR First Lien Notes. The CVR Second Lien Notes mature on April 1, 2017, unless earlier redeemed or repurchased by the CVR Issuers. Interest is payable on the Notes semi-annually on April 1 and October 1 of each year. The CVR Notes are fully and unconditionally guaranteed by each of CRLLC's subsidiaries other than CVR LP and CRNF.

As further described in Note 2, "Acquisition," we acquired a controlling interest in CVR on May 4, 2012. As a result of the acquisition, we revalued the CVR Notes to its acquisition date fair values, resulting in the recognition of premiums aggregating $54 million which will be amortized to interest expense on a straight line basis over the remaining life of the CVR Notes. In addition our acquisition of a controlling interest in CVR constituted a change of control requiring the CVR Issuers to make an offer to repurchase all of its outstanding CVR Notes at 101.0% of the principal amount of notes tendered. On June 4, 2012, the CVR Issuers offered to purchase all or any part of the CVR Notes, at a cash purchase price of 101% of the aggregate principal amount of the CVR Notes, plus accrued and unpaid interest, if any. The offer expired on July 5, 2012 with none of the outstanding CVR Notes tendered.

On ~~February 22~~October 23, ~~2011~~2012, ~~CRLLC~~CVR ~~entered~~Refining ~~into~~LLC ~~a $250 million asset-backed revolving credit agreement~~ (~~"ABL~~“Refining ~~credit facility"~~LLC”) ~~with~~and aits ~~group~~wholly-owned ofsubsidiary, ~~lenders~~Coffeyville ~~including~~Finance ~~Deutsche Bank Trust Company Americas as collateral and administrative agent~~Inc., ~~The~~completed ~~ABL~~a ~~credit~~private ~~facility~~offering isof ~~scheduled to mature in August 2015 and replaced the~~ $~~150~~500 million ~~first~~in ~~priority~~aggregate ~~credit~~principal ~~facility~~amount ~~which~~of ~~was terminated~~6.50% ~~The~~Second ~~ABL~~Lien ~~credit~~Secured ~~facility~~Notes ~~will~~due be2022 ~~used~~(the to"2022 ~~finance~~Notes"). ~~ongoing~~Approximately ~~working~~$348 ~~capital,~~million ~~capital expenditures, letters~~ of ~~credit~~the ~~issuance~~net ~~and~~proceeds ~~general~~from ~~needs~~the ofoffering ~~CVR~~was ~~and~~used ~~includes~~to ~~among~~fund ~~other things,~~ a ~~letter~~completed ~~of credit sublimit equal to 90% of the total facility commitment~~ and asettled ~~feature~~tender ~~which~~offer ~~permits~~resulting ~~an increase~~ in ~~borrowings~~the purchase of upapproximately to $~~250~~323 million ~~(in~~of the ~~aggregate),~~9.0% ~~subject~~First toLien ~~additional~~Notes ~~lender~~due ~~commitments.~~April ~~On December 15~~1, ~~2011,~~2015 ~~CRLLC~~and ~~entered into an incremental commitment agreement~~ to ~~increase~~settle ~~the~~accrued ~~borrowings~~interest ~~under~~of ~~the~~approximately ~~ABL credit facility to~~ $~~400~~2 million inthrough ~~the~~October ~~aggregate in connection with the New CVR Notes issuance as discussed above. Terms of the ABL credit facility did not change as a result of the additional availability. As of June 30~~23, 2012, ~~CRLLC~~and ~~had~~to ~~availability~~pay ~~under~~related ~~the~~fees ~~ABL credit facility of $347 million~~ and ~~had~~expenses. ~~letters~~A ofpremium ~~credit outstanding~~ of approximately $5323 million. ~~There~~was ~~were~~incurred noassociated ~~borrowings~~with ~~outstanding under~~ the ~~ABL~~tender. See ~~credit~~Note ~~facility~~19, as"Subsequent ofEvents-Energy," ~~June~~for ~~30,~~further ~~2012~~discussion.

~~Borrowings~~On ~~under~~February 22, ~~the~~2011, ~~facility~~CRLLC ~~bear~~entered ~~interest~~into ~~based~~a on$250 million asset-backed revolving credit agreement ("ABL credit facility") with a ~~pricing~~group ~~grid~~of ~~determined~~lenders byincluding ~~the~~Deutsche ~~previous~~Bank ~~quarter's~~Trust ~~excess~~Company ~~availability~~Americas as collateral and administrative agent. The ~~pricing~~ABL ~~for~~credit ~~borrowings~~facility ~~under~~is scheduled to mature in August 2015 and replaced the $150 million first priority credit facility which was terminated. The ABL credit facility ~~can~~will ~~range~~be ~~from~~used ~~LIBOR~~to ~~plus~~finance ongoing working capital, capital expenditures, letters of credit issuance and general needs of CVR and includes among other things, a ~~margin~~letter of ~~2.75~~credit sublimit equal to 90% of the total facility commitment and a feature which permits an increase in borrowings of up to ~~LIBOR~~$250 ~~plus~~million 3(in the aggregate), subject to additional lender commitments.0% orOn December 15, 2011, CRLLC entered into an incremental commitment agreement to increase the ~~prime~~borrowings ~~rate~~under ~~plus~~the ~~1.75%~~ABL credit facility to ~~prime~~$400 ~~rate~~million ~~plus~~in ~~2.0%~~the ~~for~~aggregate ~~Base~~in ~~Rate~~connection ~~Loans~~with the New CVR Notes issuance as discussed above. ~~Availability~~Terms ~~under~~of the ABL credit facility isdid ~~determined~~not bychange as a ~~borrowing~~result ~~base~~of ~~formula~~the ~~supported~~additional ~~primarily~~availability. byAs ~~cash~~of ~~and~~September ~~cash~~30, ~~equivalents~~2012, ~~certain~~CRLLC ~~accounts~~had ~~receivable~~availability under the ABL credit facility of $373 million and ~~inventory~~had letters of credit outstanding of approximately $27 million. There were no borrowings outstanding under the ABL credit facility as of September 30, 2012.

~~The~~Borrowings ~~ABL~~under ~~credit~~the facility ~~contains~~bear ~~customary~~interest ~~covenants~~based ~~for~~on a ~~financing~~pricing ofgrid ~~this~~determined ~~type~~by ~~that limit, subject to certain exceptions,~~ the ~~incurrence~~previous ofquarter's ~~additional~~excess ~~indebtedness,~~availability. ~~the~~The ~~incurrence~~pricing offor ~~liens~~borrowings onunder ~~assets,~~ the ~~ability to dispose of assets, make restricted payments, investments or acquisitions, enter into sales lease back transactions or enter into affiliate transactions. The~~ ABL credit facility ~~also~~can ~~contains~~range afrom ~~fixed~~LIBOR ~~charge~~plus ~~coverage~~a ~~ratio~~margin ~~financial~~of ~~covenant that is triggered when borrowing base excess availability is less than certain thresholds, as defined under the facility~~2.75% Asto ofLIBOR ~~June~~plus ~~30, 2012, CRLLC was in compliance with the covenants contained in the ABL credit facility~~3.0%

~~In connection with the closing of CVR LP's initial public offering in April 2011, CVR LP and CRNF were released as guarantors of the ABL credit facility.~~42

In connection with our acquisition of a controlling interest in CVR on May 4, 2012, CRLLC, Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral Agent, the lenders and the other parties thereto, entered into a First Amendment to Credit Agreement effective as of May 7, 2012 (the "ABL First Amendment"), pursuant to which the parties agreed to exclude our acquisition of CVR's common stock from the definition of change of control as provided in the ABL Credit Agreement, dated as of February 22, 2011, by and among the parties thereto (the "ABL Credit Agreement"). Absent the ABL First Amendment, the change in control of CVR described above would have triggered an event of default pursuant to the ABL Credit Agreement.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

Onor ~~April 13,~~the ~~2011,~~prime ~~CRNF,~~rate asplus ~~borrower,~~1.75% ~~and~~to ~~CVR~~prime ~~LP,~~rate asplus ~~guarantor,~~2.0% ~~entered~~for ~~into~~Base aRate ~~new~~Loans. ~~credit~~Availability ~~facility~~under ~~with~~the aABL ~~group of lenders including Goldman Sachs Lending Partners LLC, as administrative and collateral agent. The~~ credit facility ~~includes~~is adetermined ~~term~~by ~~loan facility of $125 million and~~ a ~~revolving~~borrowing ~~credit~~base ~~facility~~formula ofsupported ~~$25~~primarily ~~million,~~by ~~which~~cash ~~was~~and ~~undrawn~~cash ~~as of June 30~~equivalents, ~~2012,~~certain ~~with~~accounts anreceivable ~~uncommitted~~and ~~incremental facility of up to $50 million~~inventory. ~~No amounts were outstanding under the revolving credit facility at June 30, 2012.~~

~~Borrowings~~The ~~under~~ABL ~~the~~ credit facility ~~bear~~contains ~~interest~~customary ~~based~~covenants onfor a ~~pricing~~financing ~~grid~~of ~~determined~~this bytype ~~the~~that ~~trailing~~limit, ~~four~~subject ~~quarter~~to ~~leverage~~certain ~~ratio.~~exceptions, ~~The~~the ~~initial~~incurrence ~~pricing~~of ~~for~~additional ~~Eurodollar~~indebtedness, ~~rate~~the ~~loans~~incurrence ~~under~~of ~~the~~liens ~~credit~~on ~~facility~~assets, is the ~~Eurodollar~~ability ~~rate~~to ~~plus~~dispose aof ~~margin~~assets, ofmake ~~3.50%~~restricted orpayments, ~~for~~investments ~~base~~or ~~rate loans~~acquisitions, ~~the~~enter ~~prime~~into ~~rate~~sales ~~plus~~lease ~~2.50%.~~back ~~Under~~transactions ~~its~~or ~~terms,~~enter ~~the~~into ~~lenders~~affiliate ~~under~~transactions. ~~the~~The ABL credit facility ~~were~~also ~~granted~~contains a ~~perfected,~~fixed ~~first~~charge ~~priority~~coverage ~~security~~ratio ~~interest~~financial ~~(subject~~covenant tothat is triggered when borrowing base excess availability is less than certain ~~customary~~thresholds, ~~exceptions)~~as indefined ~~substantially~~under ~~all~~the facility. As of September 30, 2012, CRLLC was in compliance with the ~~assets~~covenants ofcontained ~~CRNF~~in ~~and~~the ~~CVR~~ABL LPcredit facility.

~~The~~In ~~credit~~connection ~~facility~~with ~~requires CVR LP to maintain a minimum interest coverage ratio and a maximum leverage ratio and contains customary covenants for a financing of this type that limit, subject to certain exceptions,~~ the ~~incurrence~~closing of ~~additional indebtedness or guarantees, the creation of liens on assets and the ability of~~ CVR LP's toinitial ~~dispose~~public ofoffering ~~assets,~~in toApril ~~make restricted payments~~2011, ~~investments and acquisitions, or enter into sale-leaseback transactions and affiliate transactions. The credit facility provides that~~ CVR LP ~~can make distributions to holders of its common units provided, among other things, it is in compliance with the leverage ratio~~ and ~~interest~~CRNF ~~coverage~~were ~~ratio~~released onas aguarantors ~~pro forma basis after giving effect to any distribution and there is no default or event~~ of ~~default under~~ the ~~credit~~ABL ~~facility. As of June 30, 2012, CRNF was in compliance with the covenants contained in the~~ credit facility.

On April 13, 2011, CRNF, as borrower, and CVR LP, as guarantor, entered into a new credit facility with a group of lenders including Goldman Sachs Lending Partners LLC, as administrative and collateral agent. The credit facility includes a term loan facility of $125 million and a revolving credit facility of $25 million, which was undrawn as of September 30, 2012, with an uncommitted incremental facility of up to $50 million. No amounts were outstanding under the revolving credit facility at September 30, 2012.

Borrowings under the credit facility bear interest based on a pricing grid determined by the trailing four quarter leverage ratio. The initial pricing for Eurodollar rate loans under the credit facility is the Eurodollar rate plus a margin of 3.50% or, for base rate loans, the prime rate plus 2.50%. Under its terms, the lenders under the credit facility were granted a first priority security interest (subject to certain customary exceptions) in substantially all of the assets of CRNF and CVR LP.

The credit facility requires CVR LP to maintain a minimum interest coverage ratio and a maximum leverage ratio and contains customary covenants for a financing of this type that limit, subject to certain exceptions, the incurrence of additional indebtedness or guarantees, the creation of liens on assets and the ability of CVR LP to dispose of assets, to make restricted payments, investments and acquisitions, or enter into sale-leaseback transactions and affiliate transactions. The credit facility provides that CVR LP can make distributions to holders of its common units provided, among other things, it is in compliance with the leverage ratio and interest coverage ratio on a pro forma basis after giving effect to any distribution and there is no default or event of default under the credit facility. As of September 30, 2012, CRNF was in compliance with the covenants contained in the credit facility.

Credit Facilities - Gaming

New Credit Facilities

In March 2012, Tropicana entered into credit facilities (the "Credit Facilities"), which consist of (i) a senior secured first lien term loan facility in an aggregate principal amount of $175 million, issued at a discount of 2% (the "New Term Loan Facility") and (ii) a cash collateralized letter of credit facility in a maximum aggregate amount of $15 million (the "Letter of Credit Facility"). Commencing on June 30, 2012, the New Term Loan Facility requires quarterly principal payments of 0.25% of the original principal amount with any remaining outstanding amounts due on the maturity date, March 16, 2018. The New Term Loan Facility is secured by substantially all of Tropicana's assets and is guaranteed by all of its domestic subsidiaries. The obligations under the New Term Loan Facility bear interest, at Tropicana's election, at an annual rate equal to either: (i) the sum of (a) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) (subject to a 1.50% floor); plus (b) a margin of 6.00%; or (ii) the sum of: (a) the alternate base rate, which is equal to the greatest of: (1) the corporate base rate of UBS AG, Stamford Branch; (2) the Federal Funds Effective Rate (as defined in the New Term Loan Facility) plus 0.50%; or (3) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) for one month plus 1.00% (all subject to a 2.50% floor); plus (b) a margin of 5.00%; such that, in either case, the applicable interest rate shall not be less than 7.50%. An additional 2% default rate also applies in certain instances described in the New Term Loan Facility. ~~As of June 30, 2012, the interest rate was 7.5%.~~ A portion of the net proceeds from the New Term Loan Facility was used to repay in full the amounts outstanding under the Exit Facility, as discussed below, which totaled $108 million in repaid principal, accrued and unpaid interest and the applicable prepayment penalty, of which $58 million was eliminated in consolidation due to the fact that we had owned a portion of the Exit Facility. In addition, the Revolving Facility was terminated when the Exit Facility was repaid in full. Our Gaming segment recognized a $2 million loss on extinguishment of debt which includes a $1 million prepayment penalty and a $1 million write-off of unamortized debt issuance costs and discounts for the six months ended June 30, 2012. Such amounts have been included in other income, net in our consolidated statements of operations.

At the election of Tropicana and subject to certain conditions, the amount available under the New Term Loan Facility may be increased by up to $75 million, which increased amount may be comprised of additional term loans and up to $20 million of revolving loans. The Letter of Credit Facility provides for the issuance of letters of credit with an aggregate stated amount of up to $15 million, through a termination date of March 16, 2017. The letters of credit issued under the Letter of Credit Facility will be secured by cash collateral in an amount no less than 103% of the face amounts of such letters of credit.43

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~transactions,~~million ~~(ii)~~write-off ~~compliance~~of ~~with~~unamortized adebt ~~first~~issuance ~~lien~~costs ~~net~~and ~~leverage~~discounts ~~ratio, measured quarterly on a trailing twelve-month basis (commencing at 3.50:1.00~~ for the ~~fiscal~~nine ~~quarter~~months ended ~~June~~September 30, 2012~~, and reducing over time to 2~~.~~50:1.00~~ Such ~~beginning~~amounts ashave ofbeen ~~the~~included ~~fiscal~~in ~~quarter~~other ~~ending March 31~~income, ~~2016), and (iii) compliance with a total~~ net ~~leverage ratio, measured quarterly on a trailing twelve-month basis, of 5.00:1.00. Tropicana was~~ in ~~compliance~~our ~~with~~consolidated ~~the~~statements ~~covenants~~ of ~~the New Term Loan Facility at June 30, 2012~~operations.

The obligations under the New Term Loan Facility bear interest, at Tropicana's election, at an annual rate equal to either: (i) the sum of (a) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) (subject to a 1.50% floor); plus (b) a margin of 6.00%; or (ii) the sum of: (a) the alternate base rate, which is equal to the greatest of: (1) the corporate base rate of UBS AG, Stamford Branch; (2) the Federal Funds Effective Rate (as defined in the New Term Loan Facility) plus 0.50%; or (3) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) for one month plus 1.00% (all subject to a 2.50% floor); plus (b) a margin of 5.00%; such that, in either case, the applicable interest rate shall not be less than 7.50%. An additional 2% default rate also applies in certain instances described in the New Term Loan Facility. As of September 30, 2012, the interest rate was 7.5%.

The New Term Loan Facility may be prepaid at the option of Tropicana at any time without penalty (other than customary breakage fees), except that a 1% premium will apply in certain circumstances if prepaid prior to March 16, 2013. The New Term Loan Facility contains mandatory prepayment provisions from proceeds received by Tropicana and its subsidiaries as a result of asset sales, the incurrence of indebtedness and issuance of equity, casualty events and excess cash flow (subject in each case to certain exceptions). Key covenants binding Tropicana and its subsidiaries include (i) limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments, and affiliate and extraordinary transactions, (ii) compliance with a first lien net leverage ratio, measured quarterly on a trailing twelve-month basis (commencing at 3.50:1.00 for the quarter ended June 30, 2012, and reducing over time to 2.50:1.00 beginning as of the quarter ending March 31, 2016), and (iii) compliance with a total net leverage ratio, measured quarterly on a trailing twelve-month basis, of 5.00:1.00. Tropicana was in compliance with the covenants of the New Term Loan Facility at September 30, 2012.

Prior Credit Facilities

In connection with Tropicana's completion of the Restructuring Transactions (see Note 3, “Operating Units-Gaming”), Tropicana entered into a credit facility (the "Exit Facility") which consisted of a (i) $130 million senior secured term loan credit facility issued at a discount of 7%, which was funded on March 8, 2010, the Effective Date and (ii) a $20 million senior secured revolving credit facility. Each of the Investment Funds was a lender under the Exit Facility and, in the aggregate, held over 50% of the loans under the Term Loan Facility and was obligated to provide 100% of any amounts borrowed by Tropicana under the Revolving Facility. The Exit Facility would have matured on March 8, 2013 and was secured by substantially all of Tropicana's assets. On June 30, 2011, the Investment Funds made a dividend-in-kind distribution of their investment in the loans under the Exit Facility to us and as a result we are now the direct lenders under Exit Facility. (See Note 3, "Operating Units-Gaming," for additional discussion regarding this distribution-in-kind.) All amounts outstanding under the Exit Facility accrued interest at a rate per annum of 15% so long as no default or event of default has occurred and, or at a rate per annum of 17% in the event that a default or event of default has occurred. In addition, Tropicana was required to pay an annual administrative fee of $100,000 and an unused line fee equal to 0.75% of the daily average undrawn portion of the Revolving Facility. The Exit Facility was guaranteed by substantially all the existing and future subsidiaries of Tropicana. As discussed above, in March 2012, Tropicana paid in full the remaining amounts outstanding under the Exit Facility and terminated its Revolving Facility.

Senior Unsecured Notes - Railcar

In February 2007, ARI issued $275 million senior unsecured fixed rate notes that were subsequently exchanged for registered notes in March 2007 (the “ARI Notes”).

~~The~~In ~~ARI~~September ~~Notes~~2012, ~~bear~~ARI aredeemed ~~fixed~~$100 ~~interest~~million ~~rate~~ of ~~7.5%~~its ~~and are due in 2014. Interest on the~~ ARI Notes isutilizing ~~payable~~cash ~~semi-annually in arrears~~ on ~~March 1 and September 1~~hand. In ~~The~~conjunction ~~indenture~~with ~~governing~~ the ~~ARI~~redemption, ~~Notes (the “~~ARI ~~Notes~~recorded ~~Indenture”)~~a ~~contains~~loss ~~restrictive~~on ~~covenants~~extinguishment ~~that~~of ~~limit ARI's ability to, among other things, incur additional~~ debt, ~~issue~~of ~~disqualified~~$2 ~~or preferred stock~~million, ~~make~~which ~~certain~~is ~~restricted~~reflected ~~payments~~in ~~and~~other ~~enter into certain significant transactions with stockholders and affiliates. Certain covenants~~income, ~~including~~net those that restrict ARI's ability to incur additional indebtedness and issue disqualified or preferred stock, become more restrictive if ARI's fixed charge coverage ratio, as defined, is less than 2.0 to 1.0 as measured on a rolling four-quarter basis. ARI was in ~~compliance~~our ~~with~~consolidated ~~all~~statements of ~~its covenants under the ARI Notes Indenture as of June 30, 2012~~operations.

AsThe ~~of March 1, 2012,~~ ARI ~~can redeem the ARI~~ Notes inbear ~~whole or in part at~~ a ~~redemption~~fixed ~~price~~interest ~~equal~~rate toof ~~101~~7.~~875~~5% ofand ~~the~~are ~~principal~~due ~~amount~~in of2014. Interest on the ARI Notes ~~plus~~is ~~accrued~~payable ~~and~~semi-annually ~~unpaid~~in ~~interest.~~arrears ~~The~~on ~~redemption~~March ~~price~~1 ~~will~~and ~~decline~~September ~~to 100~~1.0% ofThe ~~the~~indenture ~~principal~~governing ~~amount of~~ the ARI Notes ~~plus~~(the ~~accrued~~“ARI ~~and~~Notes ~~unpaid~~Indenture”) ~~interest~~contains ~~beginning~~restrictive oncovenants ~~March~~that 1,limit ~~2013. The~~ ARI's ~~Notes~~ability ~~are~~to, ~~due~~among inother ~~full~~things, ~~plus~~incur ~~accrued~~additional ~~unpaid~~debt, ~~interest~~issue ondisqualified ~~March~~or 1preferred stock, ~~2014.~~

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

make certain restricted payments and enter into certain significant transactions with stockholders and affiliates. Certain covenants, including those that restrict ARI's ability to incur additional indebtedness and issue disqualified or preferred stock, become more restrictive if ARI's fixed charge coverage ratio, as defined, is less than 2.0 to 1.0 as measured on a rolling four-quarter basis. ARI was in compliance with all of its covenants under the ARI Notes Indenture as of September 30, 2012.

Until March 1, 2013, ARI can redeem the ARI Notes in whole or in part at a redemption price equal to 101.875% of the principal amount of the ARI Notes plus accrued and unpaid interest. After that date, the redemption price will decline to 100.0% of the principal amount of the ARI Notes plus accrued and unpaid interest. The ARI Notes are due in full plus accrued unpaid interest on March 1, 2014.

Senior Secured Notes and Revolving Credit Facility - Food Packaging

In December 2009, Viskase issued $175 million of 9.875% Senior Secured Notes due 2018 (the “Viskase 9.875% Notes”). The Viskase 9.875% Notes bear interest at a rate of 9.875% per annum, payable semi-annually in cash on January 15 and July 15, commencing on July 15, 2010. The Viskase 9.875% Notes have a maturity date of January 15, 2018.

On May 2010, Viskase issued an additional $40 million aggregate principal amount of Viskase 9.875% Notes under the indenture governing the Viskase 9.875% Notes Indenture (the “Viskase 9.875% Notes Indenture”). The additional notes constitute the same series of securities as the initial Viskase 9.875% Notes. Holders of the initial and additional Viskase 9.875% Notes will vote together on all matters and the initial and additional Viskase 9.875% Notes will be equally and ratably secured by all collateral.

The notes and related guarantees by any of Viskase's future domestic restricted subsidiaries are secured by substantially all of Viskase's and such domestic restricted subsidiaries' current and future tangible and intangible assets. The Viskase 9.875% Notes Indenture permits Viskase to incur other senior secured indebtedness and to grant liens on its assets under certain circumstances.

Prior to January 15, 2014, Viskase may redeem, at its option, up to 35% of the aggregate principal amount of the Viskase 9.875% Notes issued under the Viskase 9.875% Notes Indenture with the net proceeds of any equity offering at 109.875% of their principal amount, plus accrued and unpaid interest to the date of redemption, provided that at least 65% of the aggregate principal amount of the Viskase 9.875% Notes issued under the Viskase 9.875% Notes Indenture dated December 21, 2009 remains outstanding immediately following the redemption.

39In November 2007, Viskase entered into a $25 million secured revolving credit facility (the “Viskase Revolving Credit Facility”) with Arnos Corporation, an affiliate of Mr. Icahn. In connection with our majority acquisition of Viskase on January 15, 2010, we assumed the Viskase Revolving Credit Facility from Arnos Corporation. On April 28, 2011, we entered into an agreement with Viskase, extending the maturity date of the Viskase Revolving Credit Facility from January 31, 2012 to January 31, 2013. On March 14, 2012, the maturity date was extended further to January 31, 2014. Borrowings under the loan and security agreement governing the Viskase Revolving Credit Facility are subject to a borrowing base formula based on percentages of eligible domestic receivables and eligible domestic inventory. Under the Viskase Revolving Credit Facility, the interest rate is LIBOR plus a margin of 2.00% currently (which margin will be subject to performance based increases up to 2.50%); provided that the minimum interest rate shall be at least equal to 3.00%. The Viskase Revolving Credit facility also provides for an unused line fee of 0.375% per annum. There were no borrowings under the Viskase Revolving Credit Facility as of each of September 30, 2012 and December 31, 2011.

Indebtedness under the Viskase Revolving Credit Facility is secured by liens on substantially all of Viskase's domestic and Mexican assets, with liens on certain assets that are contractually senior to the Viskase 9.875% Notes and the related guarantees pursuant to an intercreditor agreement and the Viskase 9.875% Notes.

The Viskase Revolving Credit Facility contains various covenants which restrict Viskase's ability to, among other things, incur indebtedness, enter into mergers or consolidation transactions, dispose of assets (other than in the ordinary course of business), acquire assets, make certain restricted payments, create liens on our assets, make investments, create guarantee obligations and enter into sale and leaseback transactions and transactions with affiliates, in each case subject to permitted exceptions. The Viskase Revolving Credit Facility also requires that Viskase complies with various financial covenants. Viskase is in compliance with these requirements as of September 30, 2012 and December 31, 2011.

In its foreign operations, Viskase has unsecured lines of credit with various banks providing approximately $8 million of availability. There were no borrowings under the lines of credit at September 30, 2012 and December 31, 2011.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~9.875%~~Letters ~~Notes~~of ~~issued~~credit ~~under~~in the ~~Viskase~~amount ~~9.875% Notes Indenture with the net proceeds~~ of ~~any~~$1 ~~equity~~million ~~offering~~were atoutstanding ~~109.875%~~under offacilities ~~their~~with ~~principal~~a ~~amount~~commercial bank, ~~plus accrued~~ and ~~unpaid~~were ~~interest~~cash tocollateralized ~~the~~at ~~date~~each of ~~redemption~~September 30, ~~provided~~2012 ~~that~~and ~~at least 65% of the aggregate principal amount of the Viskase 9.875% Notes issued under the Viskase 9.875% Notes Indenture dated~~ December 2131, ~~2009 remains outstanding immediately following the redemption~~2011.

In November 2007, Viskase entered into a $25 million secured revolving credit facility (the “Viskase Revolving Credit Facility”) with Arnos Corporation, an affiliate of Mr. Icahn. In connection with our majority acquisition of Viskase on January 15, 2010, we assumed the Viskase Revolving Credit Facility from Arnos Corporation. On April 28, 2011, we entered into an agreement with Viskase, extending the maturity date of the Viskase Revolving Credit Facility from January 31, 2012 to January 31, 2013. On March 14, 2012, the maturity date was extended further to January 31, 2014. Borrowings under the loan and security agreement governing the Viskase Revolving Credit Facility are subject to a borrowing base formula based on percentages of eligible domestic receivables and eligible domestic inventory. Under the Viskase Revolving Credit Facility, the interest rate is LIBOR plus a margin of 2.00% currently (which margin will be subject to performance based increases up to 2.50%); provided that the minimum interest rate shall be at least equal to 3.00%. The Viskase Revolving Credit facility also provides for an unused line fee of 0.375% per annum. There were no borrowings under the Viskase Revolving Credit Facility as of each of June 30, 2012 and December 31, 2011.

Letters of credit in the amount of $1 million were outstanding under facilities with a commercial bank, and were cash collateralized at each of June 30, 2012 and December 31, 2011.

Mortgages Payable - Real Estate

Mortgages payable, all of which are non-recourse to us, bear interest at rates between 4.97% and 7.99% and have maturities between May 31, 2013 and October 31, 2028.

Other

Secured Revolving Credit Agreement - Home Fashion

On June 15, 2011, WPH executed an amended and restated senior secured revolving credit facility, or WPH Revolving Credit Facility, with Bank of America, NA, or BOA. This one-year senior credit facility iswas for $50 million with a maximum borrowing availability of $45 million, subject to monthly borrowing base calculations. Borrowings under the agreement bear interest, at the election of WPH, either at base rate (prime plus 1.00%) adjusted by an applicable margin ranging from 2.00% to 2.50% or LIBOR adjusted by a applicable margin ranging from plus 3.0% to 3.5%. WPH pays an unused line fee of 0.50% to 0.625%. Obligations under the agreement ~~are~~were secured by WPH's receivables, inventory and certain machinery and equipment. On January 1, 2012, WPH sent notice to BOA to reduce the face amount and maximum borrowing availability of this credit facility to $15 million effective January 1, 2012. On June 15, 2012, WPH signed a two-month extension of this facility, extending the agreement expiration date to August 15, 2012. Concurrent with the execution of that extension agreement, WPH reduced the face amount and maximum borrowing availability of this credit facility to $10 million.

The agreement ~~contains~~contained covenants including, among others, restrictions on the incurrence of indebtedness, investments, redemption payments, distributions, acquisition of stock, securities or assets of any other entity and capital expenditures. However, WPH iswas not precluded from effecting any of these transactions if excess availability, after giving effect to such transaction, meets a minimum threshold.

As of ~~June~~September 30, 2012, there were no borrowings under the agreement, but there were outstanding letters of credit of $8 million. Based upon the eligibility and reserve calculations within the agreement, WPH had unused borrowing availability of $0.1 million at September 30, 2012.

40This agreement expired on August 15, 2012 but was extended to October 15, 2012.

~~ICAHN~~On ~~ENTERPRISES~~October ~~HOLDINGS~~15, L2012, upon the expiration of a certain senior secured revolving credit facility of WPH, WPH entered into a new letter of credit facility (or the "LC Facility"), with a nationally recognized bank ("LC Issuer").P This one-year LC Facility has a $10 million credit line. ~~AND~~Issuance ~~SUBSIDIARIES~~of letters of credit under the LC Facility is subject to 0.50% annual fee on the outstanding face amount of the letters of credit issued under the LC Facility, which face amount as of October 15, 2012 was approximately $6 million. Obligations under the LC Facility are secured by a cash collateral account pledged by WPH to LC Issuer. The LC Facility does not contain any financial covenants. WPH has determined that its liquidity needs are sufficiently covered by existing and projected cash resources for the foreseeable future. In the future, WPH may explore other financing options as circumstances warrant.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012 (Unaudited)

million. Based upon the eligibility and reserve calculations within the agreement, WPH had unused borrowing availability of $0.1 million at June 30, 2012.

This agreement expires on August 15, 2012 and WPH currently does not intend to renew this agreement upon its expiration. WPH has determined that its liquidity needs are sufficiently covered by existing and projected cash resources for the foreseeable future. In the future, WPH may explore other financing options as circumstances warrant.


12.	Compensation Arrangements.

Automotive

Effective March 31, 2012, Jose Maria Alapont retired as President and Chief Executive Officer of Federal-Mogul. Mr. Alapont's retirement had no accounting impact on either the stock options or deferred compensation agreement as discussed below.

On March 23, 2010, Federal-Mogul entered into the Second Amended and Restated Employment Agreement, which extended Mr. Alapont's employment with Federal-Mogul for three years. Also on March 23, 2010, Federal-Mogul amended and restated the Stock Option Agreement by and between Federal-Mogul and Mr. Alapont dated as of February 15, 2008 (the “Restated Stock Option Agreement”). The Restated Stock Option Agreement removed Mr. Alapont's put option to sell stock received from a stock option exercise to Federal-Mogul for cash. The Restated Stock Option Agreement provides for payout of any exercise of Mr. Alapont's stock options in stock or, at the election of Federal-Mogul, in cash. The awards were previously accounted for as liability awards based on the optional cash exercise feature; however, the accounting impact associated with this modification is that the stock options are now considered an equity award as of March 23, 2010. Federal-Mogul revalued the four million stock options granted to Mr. Alapont at March 23, 2010, resulting in a revised fair value of $27 million. This amount was reclassified from accounts payable, accrued expenses and other liabilities to equity due to their equity award status. As these stock options were fully vested as of March 23, 2010, no further expense related to these stock options was recognized subsequent to that date. These options had no intrinsic value as of December 31, 2011. These options expired on June 29, 2012.

Mr. Alapont's deferred compensation agreement was also amended and restated on March 23, 2010. The amended and restated agreement included no changes that impacted the accounting for this agreement. Since the revised and restated agreement continues to provide for net cash settlement at the option of Mr. Alapont, it continues to be treated as a liability award as of June 30, 2012 and through its eventual payout, which will occur promptly following October 1, 2012. The amount of the payout shall be equal to $10 million (500,000 shares of Federal-Mogul's common stock multiplied by the March 23, 2010 stock price of $19.46). During each of the three and six months ended June 30, 2012, Federal-Mogul recognized $1 million in expense associated with Mr. Alapont's deferred compensation agreement. During the three and six months ended June 30, 2011, Federal-Mogul recognized $1 million in expense and immaterial income associated with Mr. Alapont's deferred compensation agreement, respectively. The deferred compensation agreement had intrinsic values of $10 million as of both June 30, 2012 and December 31, 2011.

Energy

CVR has a long-term incentive plan (“LTIP”), which permits the grant of options, stock appreciation rights, non-vested shares, non-vested share units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of June 30, 2012, only restricted shares of CVR common stock and stock options had been granted under the LTIP. Individuals who are eligible to receive awards and grants under the LTIP include CVR's employees, officers, consultants, advisors and directors.

Our acquisition of a controlling interest in CVR on May 4, 2012 constituted a change of control that, along with the Transaction Agreement, triggered a modification to the LTIP. Pursuant to the Transaction Agreement, all employee restricted stock awards that vest in 2012 will vest in accordance with the current vesting terms and upon vesting will receive the offer price of $30 per share in cash plus one CCP. For all such awards that vest in accordance with their terms in the fiscal year ending December 31, 2013, 2014 and 2015, the holders of the awards will receive the lesser of the offer price or the appraised value of the shares at the time of vesting. As a result of the modification, additional share-based compensation of $12 million was incurred to revalue the unvested shares to the fair value upon the date of modification. For awards vesting subsequent to 2012, the awards will be remeasured at each subsequent reporting date until they vest. In addition, the classification changed

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

~~from~~this modification is that the stock options are now considered an equity award as of March 23, 2010. Federal-Mogul revalued the four million stock options granted to Mr. Alapont at March 23, 2010, resulting in a ~~liability~~revised ~~award~~fair value of $27 million. This amount was reclassified from accounts payable, accrued expenses and other liabilities to equity due to ~~the~~their ~~required~~equity ~~cash~~award ~~settlement~~status. ~~feature~~As these stock options were fully vested as of ~~the~~March ~~awards~~23, 2010, no further expense related to these stock options was recognized subsequent to that date. These options had no intrinsic value as of December 31, 2011. These options expired on June 29, 2012.

AsMr. Alapont's deferred compensation agreement was also amended and restated on March 23, 2010. The amended and restated agreement included no changes that impacted the accounting for this agreement. Since the revised and restated agreement continues to provide for net cash settlement at the option of ~~June~~Mr. Alapont, it continued to be treated as a liability award as of September 30, 2012. The amount of the payout, ~~there~~which occurred on October 3, 2012, was equal to $2310 million (500,000 shares of ~~total~~Federal-Mogul's ~~unrecognized~~common ~~compensation~~stock ~~cost~~multiplied ~~related~~by tothe ~~restricted~~March ~~shares~~23, to2010 bestock ~~recognized~~price ~~over~~of a$19.46). During ~~weighted-average~~the ~~period~~nine ofmonths ~~approximately~~ended ~~two~~September 30, ~~years.~~2012, ~~Compensation~~Federal-Mogul recognized $1 million in expense associated with ~~these~~Mr. ~~restricted~~Alapont's ~~shares~~deferred ~~recorded~~compensation ~~for~~agreement. During the ~~period~~three ~~from~~and ~~May~~nine 5months ended September 30, ~~2012~~2011, ~~through~~Federal-Mogul ~~June~~recognized 30$2 million and $1 million in expense associated with Mr. Alapont's deferred compensation agreement, ~~2012~~respectively. ~~was~~The deferred compensation agreement had intrinsic values of $1610 million as of both September 30, 2012 and December 31, 2011.

Energy

CVR has a long-term incentive plan (“LTIP”), which permits the grant of options, stock appreciation rights, non-vested shares, non-vested share units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of September 30, 2012, only restricted shares of CVR common stock and stock options had been granted under the LTIP. Individuals who are eligible to receive awards and grants under the LTIP include CVR's employees, officers, consultants, advisors and directors.

Our acquisition of a controlling interest in CVR on May 4, 2012 constituted a change of control that, along with the Transaction Agreement, triggered a modification to the LTIP. Pursuant to the Transaction Agreement, all employee restricted stock awards that vest in 2012 will vest in accordance with the current vesting terms and upon vesting will receive the offer price of $30 per share in cash plus one CCP. For all such awards that vest in accordance with their terms in the years ending December 31, 2013, 2014 and 2015, the holders of the awards will receive the lesser of the offer price or the fair market value as determined at the most recent valuation date of December 31 of each year. As a result of the modification, additional share-based compensation of $12 million was incurred to revalue the unvested shares to the fair value upon the date of modification. For awards vesting subsequent to 2012, the awards will be remeasured at each subsequent reporting date until they vest. In addition, the classification changed from an equity award to a liability award due to the required cash settlement feature of the awards.

As of September 30, 2012, there was $17 million of total unrecognized compensation cost related to restricted shares to be recognized over a weighted-average period of approximately two years. Compensation expense associated with these restricted shares recorded for the three months ended September 30, 2012 and the period from May 5, 2012 through September 30, 2012 was $6 million and $22 million, respectively.


13.	Pension, Other Post-employment Benefits and Employee Benefit Plans.

Federal-Mogul, ARI and Viskase each sponsor several defined benefit pension plans (the ''Pension Benefits'') (and, in the case of Viskase, its pension plans include defined contribution plans). Additionally, Federal-Mogul, ARI and Viskase each sponsors health care and life insurance benefits (''Other Post-Employment Benefits'' ~~or "OPEB"~~) for certain employees and retirees around the world. The Pension Benefits are funded based on the funding requirements of federal and international laws and regulations, as applicable, in advance of benefit payments and the Other Benefits as benefits are provided to participating employees. As prescribed by applicable U.S. GAAP, Federal-Mogul, ARI and Viskase each uses, as applicable, appropriate actuarial methods and assumptions in accounting for its defined benefit pension plans, non-pension post-employment benefits, and disability, early retirement and other post-employment benefits. The measurement date for all defined benefit plans is December 31 of each ~~fiscal~~ year.

Components of net periodic benefit cost ~~for~~(gain) ~~our Automotive, Railcar and Food Packaging segments~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 are as follows:

	Pension Benefits						Other Post-Employment Benefits
	Three Months Ended June 30,						Three Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Service cost	$	7		$	7		$	—		$	—
Interest cost	20			20			4			5
Expected return on plan assets	(16		)	(17		)	—			—
Amortization of actuarial losses	9			7			—			—
Amortization of prior service credit	—			—			(4		)	(4		)
	$	20		$	17		$	—		$	1

	Pension Benefits						Other Post-Employment Benefits
	Six Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Service cost	$	14		$	14		$	—		$	—
Interest cost	41			42			8			10
Expected return on plan assets	(32		)	(34		)	—			—
Amortization of actuarial losses	19			13			—			—
Amortization of prior service credit	—			—			(8		)	(8		)
Settlement gain	(1		)	—			—			—
	$	41		$	35		$	—		$	2

14. Segment Reporting.

As of June 30, 2012, our nine reporting segments are: (1) Investment; (2) Automotive; (3) Energy; (4) Gaming; (5) Railcar; (6) Food Packaging; (7) Metals; (8) Real Estate and (9) Home Fashion. In addition to our nine reporting segments, we present the results of Icahn Enterprises Holdings, on an unconsolidated basis, and investment activity and expenses associated

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

therewith. See Note 3, “Operating Units,” for a detailed description of each of our reporting segments.



	Pension Benefits						Other Post-Employment Benefits
	Three Months Ended September 30,						Three Months Ended September 30,
	2012			2011			2012			2011
	(in millions)
Service cost	$	7		$	7		$	—		$	—
Interest cost	19			22			3			5
Expected return on plan assets	(15		)	(17		)	—			—
Amortization of actuarial losses	10			7			1			—
Amortization of prior service credit	—			—			(3		)	(4		)
Curtailment gain	—			—			(51		)	—
	$	21		$	19		$	(50	)	$	1



	Pension Benefits						Other Post-Employment Benefits
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(in millions)
Service cost	$	21		$	21		$	—		$	—
Interest cost	60			64			11			15
Expected return on plan assets	(47		)	(51		)	—			—
Amortization of actuarial losses	29			20			1			—
Amortization of prior service credit	—			—			(11		)	(12		)
Settlement gain	(1		)	—			—			—
Curtailment gain	—			—			(51		)	—
	$	62		$	54		$	(50	)	$	3

In July 2012, as a result of contract negotiations with a union at one of Federal-Mogul's U.S. manufacturing locations, the retiree medical benefits were modified for the location's active participants. Since this plan change reduced benefits attributable to employee service already rendered, it was treated as a negative plan amendment, which created a $13 million prior service credit in AOCI. The corresponding reduction in the average remaining future service period to the full eligibility date also triggered the recognition of a $51 million curtailment gain which was recognized in the consolidated statements of operations during the quarter ended September 30, 2012. It should be noted that the calculation of the curtailment gain excluded the newly created prior service credit.


14.	Segment Reporting.

As of September 30, 2012, our nine reporting segments are: (1) Investment; (2) Automotive; (3) Energy; (4) Gaming; (5) Railcar; (6) Food Packaging; (7) Metals; (8) Real Estate and (9) Home Fashion. In addition to our nine reporting segments, we present the results of Icahn Enterprises Holdings, on an unconsolidated basis, and investment activity and expenses associated therewith. See Note 3, “Operating Units,” for a detailed description of each of our reporting segments.

We assess and measure segment operating results based on net income attributable to Icahn Enterprises Holdings as disclosed below. Certain terms of financings for certain of our segments impose restrictions on the segments' ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions.

As described in Note 3, "Operating Units-Gaming," our Investment segment acquired a controlling interest in Tropicana on November 15, 2010 and, therefore, we consolidated the results of Tropicana effective November 15, 2010. As further described in Note 3, "Operating Units-Gaming," through a distribution-in-kind transaction from our Investment segment directly to us, we directly own the investment in Tropicana's common stock effective April 29, 2011. Through an additional distribution-in-kind transaction from our Investment segment directly to us, we directly owned the investment in Tropicana's Exit Facility effective June 30, 2011. Our management evaluates the aggregate performance of the Investment segment with all of its investments stated on a fair value basis, including its investment in Tropicana. Accordingly, although we are required to consolidate the results of Tropicana effective November 15, 2010 and separately report their results as part of our Gaming segment, the column representing our Investment segment's results include the investment in Tropicana on a fair value basis during the three months ended March 31, 2011. For such period, we eliminate the fair value effects of Tropicana in the column labeled “Eliminations.”

~~Condensed statements of operations by reporting segment for the three and six months ended June 30, 2012 and 2011 are presented below:~~48

	Three Months Ended June 30, 2012
	Investment			Automotive			Energy(1)			Gaming			Railcar			Food Packaging			Metals			Real Estate		Home Fashion			Icahn Enterprises Holdings			Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	1,704		$	1,412		$	—		$	135		$	86		$	303		$	3	$	64		$	—		$	3,707
Other revenues from operations	—			—			—			164			20			—			—			20		—			—			204
Net gain from investment activities	280			—			—			—			—			—			—			—		—			(2		)	278
Interest and dividend income	14			1			—			—			1			—			—			—		—			1			17
Other (loss) income, net	1			4			(2		)	(6		)	—			(2		)	1			1		1			1			(1		)
	295			1,709			1,410			158			156			84			304			24		65			—			4,205
Expenses:
Cost of goods sold	—			1,450			1,238			—			107			67			311			1		55			—			3,229
Other expenses from operations	—			—			—			82			14			—			—			12		—			—			108
Selling, general and administrative	8			186			36			64			8			11			7			4		9			4			337
Restructuring	—			8			—			—			—			—			—			—		1			—			9
Impairment	—			28			—			2			—			—			—			—		2			—			32
Interest expense	—			35			9			4			5			5			—			1		—			69			128
	8			1,707			1,283			152			134			83			318			18		67			73			3,843
Income (loss) before income tax (expense) benefit	287			2			127			6			22			1			(14		)	6		(2		)	(73		)	362
Income tax (expense) benefit	—			29			(48		)	(2		)	(9		)	—			—			—		—			118			88
Net income (loss)	287			31			79			4			13			1			(14		)	6		(2		)	45			450
Less: net income attributable to non-controlling interests	(171		)	(9		)	(22		)	(2		)	(6		)	—			—			—		—			—			(210		)
Net income (loss) attributable to Icahn Enterprises Holdings	$	116		$	22		$	57		$	2		$	7		$	1		$	(14	)	$	6	$	(2	)	$	45		$	240
Supplemental information:
Capital expenditures	$	—		$	93		$	31		$	11		$	78		$	11		$	7		$	1	$	—		$	—		$	232
Depreciation and amortization(2)	$	—		$	71		$	30		$	7		$	6		$	5		$	6		$	6	$	2		$	—		$	133

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

	Three Months Ended June 30, 2011
	Investment			Automotive			Gaming			Railcar			Food Packaging			Metals		Real Estate		Home Fashion			Icahn Enterprises Holdings			Eliminations			Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	1,800		$	—		$	94		$	89		$	288	$	4	$	82		$	—		$	—		$	2,357
Other revenues from operations	—			—			145			18			—			—		20		—			—			—			183
Net gain from investment activities	575			—			—			—			—			—		—		—			15			—			590
Interest and dividend income	26			2			—			1			—			—		—		—			—			(2		)	27
Other (loss) income, net	(19		)	3			—			(3		)	—			—		1		2			1			—			(15		)
	582			1,805			145			110			89			288		25		84			16			(2		)	3,142
Expenses:
Cost of goods sold	—			1,501			—			86			66			278		3		75			—			—			2,009
Other expenses from operations	—			—			79			13			—			—		12		—			—			—			104
Selling, general and administrative	9			185			61			5			11			7		4		15			7			—			304
Restructuring	—			—			—			—			—			—		—		1			—			—			1
Impairment	—			3			—			—			—			—		—		—			—			—			3
Interest expense	6			35			3			6			5			—		2		1			55			—			113
	15			1,724			143			110			82			285		21		92			62			—			2,534
Income (loss) before income tax (expense) benefit	567			81			2			—			7			3		4		(8		)	(46		)	(2		)	608
Income tax (expense) benefit	—			(17		)	1			—			(2		)	—		—		—			(6		)	—			(24		)
Net income (loss)	567			64			3			—			5			3		4		(8		)	(52		)	(2		)	584
Less: net (income) loss attributable to non-controlling interests	(278		)	(18		)	(2		)	—			(1		)	—		—		3			—			1			(295		)
Net income (loss) attributable to Icahn Enterprises Holdings	$	289		$	46		$	1		$	—		$	4		$	3	$	4	$	(5	)	$	(52	)	$	(1	)	$	289
Supplemental information:
Capital expenditures	$	—		$	77		$	10		$	1		$	9		$	6	$	—	$	—		$	—		$	—		$	103
Depreciation and amortization(2)	$	—		$	71		$	8		$	6		$	4		$	5	$	6	$	2		$	—		$	—		$	102

Exit Facility effective June 30, 2011. Our management evaluates the aggregate performance of the Investment segment with all of its investments stated on a fair value basis, including its investment in Tropicana. Accordingly, although we are required to consolidate the results of Tropicana effective November 15, 2010 and separately report their results as part of our Gaming segment, the column representing our Investment segment's results include the investment in Tropicana on a fair value basis during the three months ended March 31, 2011. For such period, we eliminate the fair value effects of Tropicana in the column labeled “Eliminations.”

	Six Months Ended June 30, 2012
	Investment			Automotive			Energy(1)			Gaming			Railcar			Food Packaging			Metals			Real Estate		Home Fashion			Icahn Enterprises Holdings			Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	3,468		$	1,412		$	—		$	299		$	169		$	635		$	3	$	120		$	—		$	6,106
Other revenues from operations	—			—			—			319			37			—			—			40		—			—			396
Net gain from investment activities	330			—			—			—			—			—			—			—		—			6			336
Interest and dividend income	37			2			—			—			2			—			—			—		—			1			42
Other (loss) income, net	(1		)	13			(2		)	(8		)	—			(2		)	1			2		2			4			9
	366			3,483			1,410			311			338			167			636			45		122			11			6,889
Expenses:
Cost of goods sold	—			2,937			1,238			—			244			130			642			1		109			—			5,301
Other expenses from operations	—			—			—			162			28			—			—			24		—			—			214
Selling, general and administrative	11			387			36			126			14			24			14			7		19			8			646
Restructuring	—			14			—			—			—			—			—			—		2			—			16
Impairment	—			29			—			2			—			—			—			—		3			—			34
Interest expense	2			71			9			6			10			10			—			2		—			135			245
	13			3,438			1,283			296			296			164			656			34		133			143			6,456
Income (loss) before income tax (expense) benefit	353			45			127			15			42			3			(20		)	11		(11		)	(132		)	433
Income tax (expense) benefit	—			20			(48		)	(1		)	(17		)	(1		)	4			—		—			161			118
Net income (loss)	353			65			79			14			25			2			(16		)	11		(11		)	29			551
Less: net income attributable to non-controlling interests	(205		)	(19		)	(22		)	(4		)	(11		)	(1		)	—			—		—			—			(262		)
Net income (loss) attributable to Icahn Enterprises Holdings	$	148		$	46		$	57		$	10		$	14		$	1		$	(16	)	$	11	$	(11	)	$	29		$	289
Supplemental information:
Capital expenditures	$	—		$	223		$	31		$	23		$	119		$	23		$	9		$	1	$	—		$	—		$	429
Depreciation and amortization(2)	$	—		$	140		$	30		$	16		$	11		$	9		$	12		$	11	$	4		$	—		$	233

Condensed statements of operations by reporting segment for the three and nine months ended September 30, 2012 and 2011 are presented below:



	Three Months Ended September 30, 2012
	Investment			Automotive			Energy			Gaming			Railcar			Food Packaging			Metals			Real Estate		Home Fashion			Icahn Enterprises Holdings			Eliminations		Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	1,602		$	2,410		$	—		$	131		$	86		$	236		$	1	$	53		$	—		$	—	$	4,519
Other revenues from operations	—			—			—			171			21			—			—			23		—			—			—		215
Net gain from investment activities	(81		)	—			—			—			—			—			—			—		—			—			—		(81		)
Interest and dividend income	19			2			—			1			—			—			—			—		—			(1		)	—		21
Other (loss) income, net	—			(4		)	(169		)	5			(2		)	—			—			—		1			(2		)	—		(171		)
	(62		)	1,600			2,241			177			150			86			236			24		54			(3		)	—		4,503
Expenses:
Cost of goods sold	—			1,390			1,857			—			103			66			239			—		47			—			—		3,702
Other expenses from operations	—			—			—			83			15			—			—			13		—			—			—		111
Selling, general and administrative	7			137			34			66			6			11			7			3		9			4			—		284
Restructuring	—			5			—			—			—			—			—			—		—			—			—		5
Impairment	—			50			—			—			—			—			—			—		3			—			—		53
Interest expense	—			35			14			4			5			5			—			2		—			73			—		138
	7			1,617			1,905			153			129			82			246			18		59			77			—		4,293
(Loss) income before income tax benefit (expense)	(69		)	(17		)	336			24			21			4			(10		)	6		(5		)	(80		)	—		210
Income tax benefit (expense)	—			7			(123		)	(2		)	(9		)	(2		)	5			—		—			14			—		(110		)
Net (loss) income	(69		)	(10		)	213			22			12			2			(5		)	6		(5		)	(66		)	—		100
Less: net loss (income) attributable to non-controlling interests	42			2			(46		)	(7		)	(6		)	—			—			—		—			—			—		(15		)
Net (loss) income attributable to Icahn Enterprises Holdings	$	(27	)	$	(8	)	$	167		$	15		$	6		$	2		$	(5	)	$	6	$	(5	)	$	(66	)	$	—	$	85

Supplemental information:
Capital expenditures	$	—		$	73		$	40		$	9		$	49		$	12		$	5		$	—	$	—		$	—		$	—	$	188
Depreciation and amortization⁽²⁾	$	—		$	72		$	49		$	8		$	7		$	5		$	7		$	6	$	2		$	—		$	—	$	156

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012 (Unaudited)

	Six Months Ended June 30, 2011
	Three Months Ended September 30, 2011
	Investment			Automotive			Gaming			Railcar			Food Packaging			Metals			Real Estate			Home Fashion			Icahn Enterprises Holdings			Eliminations			Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	31,~~524~~732		$	—		$	~~163~~108		$	~~169~~87		$	~~567~~272		$	51		$	~~180~~79		$	—		$	—		$	42,~~608~~279
Other revenues from operations	—			—			~~302~~175			3418			—			—			4022			—			—			—			~~376~~215
Net gain from investment activities	1,191			—			—			—			—			—			—			—			25			(9		)	1,207
Net loss from investment activities	(40		)	—			—			—			—			—			—			—			(9		)	—			(49		)
Interest and dividend income	6020			31			—			21			—			—			—			—			1—			(5—		)	6122
Other (loss) income, net	(4823		)	121			—			(52		)	—(1		)	—			12			31			5(2		)	—			(3224		)
	1,203			3,539			302			194			169			567			46			183			31			(14		)	6,220
	(43		)	1,734			175			125			86			272			25			80			(11		)	—			2,443
Expenses:
Cost of goods sold	—			21,~~946~~469			—			~~153~~98			~~127~~66			~~539~~267			4(1		)	~~165~~76			—			—			31,~~934~~975
Other expenses from operations	—			—			~~163~~86			2613			—			—			2313			—			—			—			~~212~~112
Selling, general and administrative	221			~~374~~184			~~129~~62			123			2211			136			84			3114			12—			—			~~623~~285
Restructuring	—			13			—			—			—			—			—			32			—			—			45
Impairment	—			3—			—			—			—			—			—			—			—			—			3—
Interest expense	92			7035			52			114			106			—			41			1—			~~112~~55			—			~~222~~105
	31			3,394			297			202			159			552			39			200			124			—			4,998
	3			1,691			150			118			83			273			17			92			55			—			2,482
Income (loss) before income tax (expense) benefit	1,172			145			5			(8		)	10			15			7			(17		)	(93		)	(14		)	1,222
(Loss) income before income tax (expense) benefit	(46		)	43			25			7			3			(1		)	8			(12		)	(66		)	—			(39		)
Income tax (expense) benefit	—			(319		)	3(4		)	(3		)	(31		)	(41		)	—			—			~~(10~~3		)	—			(4213		)
Net income (loss)	1,172			114			8			(5		)	7			11			7			(17		)	(103		)	(14		)	1,180
Net (loss) income	(46		)	34			21			4			2			—			8			(12		)	(63		)	—			(52		)
Less: net (income) loss attributable to non-controlling interests	(630		)	(31		)	(5		)	2			(2		)	—			—			6			—			9			(651		)
Less: net loss (income) attributable to non-controlling interests	31			(9		)	(9		)	(2		)	(1		)	—			—			3			—			—			13
Net income (loss) attributable to Icahn Enterprises Holdings	$	542		$	83		$	3		$	(3	)	$	5		$	11		$	7		$	(11	)	$	(103	)	$	(5	)	$	529
Net (loss) income attributable to Icahn Enterprises Holdings	$	(15	)	$	25		$	12		$	2		$	1		$	—		$	8		$	(9	)	$	(63	)	$	—		$	(39	)
Supplemental information:
Capital expenditures	$	—		$	~~177~~105		$	139		$	210		$	1411		$	126		$	—		$	—		$	—		$	—		$	~~218~~141
Depreciation and amortization(2)	$	—		$	~~139~~73		$	188		$	125		$	83		$	105		$	116		$	53		$	—		$	—		$	~~203~~103

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)



	Nine Months Ended September 30, 2012
	Investment		Automotive		Energy⁽¹⁾		Gaming		Railcar		Food Packaging		Metals		Real Estate		Home Fashion		Icahn Enterprises Holdings		Eliminations		Consolidated
	(in millions)
Revenues:
Net sales	$	—	$	5,070	$	3,822	$	—	$	430	$	255	$	871	$	4	$	173	$	—	$	—	$	10,625
Other revenues from operations	—		—		—		490		58		—		—		63		—		—		—

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