Filed Pursuant to Rule 424(b)(5) Registration No. 333-188360

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 9, 2013)

2,000,000 Depositary Units
Representing Limited Partner Interests

[GRAPHIC MISSING]

Icahn Enterprises L.P.



 

We are selling 2,000,000 depositary units representing limited partner interests in Icahn Enterprises L.P.

Our depositary units are traded on The NASDAQ Global Select Market under the symbol “IEP.” On December 6, 2013, the last reported sales price of our depositary units on The NASDAQ Global Select Market was $144.39 per depositary unit.

Investing in our depositary units involves a high degree of risk. Please read “Risk Factors” beginning on page S-26 of this prospectus supplement, on page 5 of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement.

We are selling to the underwriter the depositary units at a price of $135.00 per depositary unit, resulting in net proceeds to us, before deducting expenses relating to the offering, of $270,000,000, or $310,500,000 assuming full exercise of the underwriter’s option to purchase additional depositary units.

The underwriter will offer the depositary units for sale from time to time in one or more transactions on The NASDAQ Global Select Market or in the over-the-counter market (which may include block transactions), in negotiated transactions or otherwise, or a combination of those methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. See “Underwriting.”

We have granted the underwriter an option for a period of 30 days to purchase an additional 300,000 of our depositary units on the same terms and conditions set forth above.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the depositary units offered hereby on or about December 13, 2013.

Sole Book-Running Manager

Morgan Stanley

The date of this prospectus supplement is December 9, 2013


 
 

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PROSPECTUS SUPPLEMENT

 
  Page
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS     S-ii  
FORWARD-LOOKING STATEMENTS     S-ii  
PROSPECTUS SUPPLEMENT SUMMARY     S-1  
SUMMARY CONSOLIDATED HISTORICAL AND OTHER FINANCIAL DATA     S-13  
RISK FACTORS     S-26  
USE OF PROCEEDS     S-31  
CAPITALIZATION     S-32  
PRICE RANGE OF DEPOSITARY UNITS AND DISTRIBUTIONS     S-33  
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS     S-35  
UNDERWRITING     S-49  
LEGAL MATTERS     S-53  
EXPERTS     S-53  
WHERE YOU CAN FIND MORE INFORMATION     S-54  
INCORPORATION OF INFORMATION FILED WITH THE SEC     S-55  

PROSPECTUS

 
  Page
ABOUT THIS PROSPECTUS     1  
FORWARD-LOOKING INFORMATION     2  
OUR COMPANY     3  
RATIO OF EARNINGS TO FIXED CHARGES     4  
RISK FACTORS     5  
USE OF PROCEEDS     6  
DESCRIPTION OF DEPOSITARY UNITS     7  
DESCRIPTION OF PREFERRED UNITS     10  
OUR PARTNERSHIP AGREEMENT AND CERTAIN PROVISIONS OF DELAWARE LAW     11  
DESCRIPTION OF DEBT SECURITIES     18  
DESCRIPTION OF WARRANTS     25  
DESCRIPTION OF RIGHTS     27  
DESCRIPTION OF UNITS     28  
PLAN OF DISTRIBUTION     29  
LEGAL MATERS     31  
EXPERTS     31  
WHERE YOU CAN FIND MORE INFORMATION     32  
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE     33  

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of depositary units and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information about securities we may offer from time to time, some of which may not apply to this offering of depositary units. Generally, when we refer only to the “prospectus,” we are referring to both parts combined.

If the information relating to the offering varies between the prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free-writing prospectus prepared by or on behalf of Icahn Enterprises L.P. We have not, and the underwriter has not, authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriter is not, making an offer to sell the depositary units in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on the front of that document. Our business, financial condition, results of operations and prospects may have changed since such date.

You should read and consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before making your investment decision.

Unless we indicate otherwise, the information presented in this prospectus supplement assumes that the underwriter does not exercise its option to purchase additional depositary units.

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the documents incorporated by reference in the accompanying prospectus may contain “forward-looking statements.” Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies, plans and objectives for, and potential results of, future operations, financial results, financial condition, business prospects, growth strategy and liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends.

These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements. These risks and uncertainties may include the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, as well as those risk factors included under “Risk Factors” in this prospectus. Among these risks are: risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the Funds we manage, losses in the Funds and loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign countries; risks related to our energy business, including the volatility and availability of crude oil, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risks related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive

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regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our food packaging activities, including competition from better capitalized competitors, inability of our suppliers to timely deliver raw materials and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the SEC.

Given these risks and uncertainties, we urge you to read this prospectus completely and with the understanding that actual future results may be materially different from what we plan or expect. All of the forward-looking statements made in this prospectus are qualified by these cautionary statements and we cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business or operations. In addition, these forward-looking statements present our estimates and assumptions only as of the date of this prospectus. We do not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this prospectus. However, you should carefully review the risk factors set forth in other reports or documents we file from time to time with the SEC.

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PROSPECTUS SUPPLEMENT SUMMARY

The following summary highlights information about us, this offering and information appearing elsewhere included or incorporated by reference in this prospectus supplement, the accompanying prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before making an investment decision. You should read carefully the entire prospectus supplement, the accompanying prospectus, the documents incorporated by reference and the other documents to which we refer herein for a more complete understanding of this offering, including the factors described under the heading “Risk Factors” in this prospectus supplement beginning on page S-26, together with any free-writing prospectus we have authorized for use in connection with this offering and the financial statements and other information included or incorporated by reference in this prospectus supplement. This prospectus supplement may add to, update or change information in the accompanying prospectus. Except where the context otherwise requires or indicates, in this prospectus, (i) “Icahn Enterprises,” “the Company,” “we,” “us” and “our” refer to Icahn Enterprises L.P. and its subsidiaries and, with respect to acquired businesses, Mr. Icahn and his affiliates prior to our acquisition thereof, (ii) “Holding Company” refers to the unconsolidated results and financial position of Icahn Enterprises and Icahn Enterprises Holdings and (iii) “fiscal year” refers to the twelve-month period ended December 31 of the applicable year.

The Icahn Strategy

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

Today, we are a diversified holding company owning subsidiaries engaged in the following operating businesses: Investment, Automotive, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion. Through our Investment segment, we have significant positions in various investments, which include Chesapeake Energy (CHK), Forest Laboratories (FRX), Netflix (NFLX), Transocean Ltd. (RIG), Apple Inc. (APPL), Herbalife Ltd. (HLF), Nuance Communications, Inc. (NUAN), Talisman Energy Inc. (TLM) and Hologic Inc. (HOLX) as of the date of this prospectus supplement.

Several of our operating businesses started out as investment positions in debt or equity securities, held either directly by Icahn Capital or Mr. Icahn. Those positions ultimately resulted in control or complete ownership of the target company. Most recently, we acquired a controlling interest in CVR Energy, Inc. (“CVR”), which started out as a position in our Investment segment and is now an operating subsidiary that comprises our Energy segment. As of November 29, 2013, based on the closing sale price of CVR stock and distributions since we acquired control, we had gains of approximately $1.7 billion on our purchase of CVR. The recent acquisition of CVR, like our other operating subsidiaries, reflects our opportunistic approach to value creation, through which returns may be obtained by, among other things, promoting change through minority positions at targeted companies in our Investment segment or by acquiring control of those target companies that we believe we could run more profitably ourselves.

In 2000, we began to expand our business beyond our traditional real estate activities, and to fully embrace our activist strategy. On January 1, 2000, the closing sale price of our depositary units was $7.625 per depositary unit. On November 29, 2013, our depositary units closed at $121.07 per depositary unit, representing an increase of 1,850% since January 1, 2000 (including reinvestment of distributions into additional depositary units and taking into account in-kind distributions of depositary units). Comparatively, the S&P 500, Dow Jones Industrial and Russell 2000 indices increased approximately 60%, 95% and 172%, respectively, over the same period (including reinvestment of distributions into those indices).

During the next several years, we see a favorable opportunity to follow an activist strategy that centers on the purchase of target stock and the subsequent removal of any barriers that might interfere with a friendly

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purchase offer from a strong buyer. Alternatively, in appropriate circumstances, we or our subsidiaries may become the buyer of target companies, adding them to our portfolio of operating subsidiaries, thereby expanding our operations through such opportunistic acquisitions. We believe that the companies that we target for our activist activities are undervalued for many reasons, often including inept management. Unfortunately for the individual investor, in particular, and the economy, in general, many poor management teams are often unaccountable and very difficult to remove.

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

The Chairman of the Board of our general partner, Carl C. Icahn, has been an activist investor since 1980. Mr. Icahn believes that he has never seen a time for activism that is better than today. Many major companies have substantial amounts of cash. We believe that they are hoarding cash, rather than spending it, because they do not believe investments in their business will translate to earnings.

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

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

It is our belief that our strategy will continue to produce strong results into the future, and that belief is reflected in the action of the Board of Directors of our general partner, which announced on May 29, 2013, an increase to our annual distribution from $4.00 to $5.00 per depositary unit. We believe that the strong cash flow and asset coverage from our operating segments will allow us to maintain a strong balance sheet and ample liquidity.

In our view Icahn Enterprises L.P. is in a virtuous cycle. We believe that our depositary units will give us another powerful activist tool, allowing us both to use our depositary units as currency for tender offers and acquisitions (both hostile and friendly) where appropriate, and to increase our fire power by raising additional cash through depositary unit sales. All of these factors will, in our opinion, contribute to making our activism even more efficacious, which we expect to enhance our results and stock value.

Overview

We are a diversified holding company owning subsidiaries engaged in the following operating businesses: Investment, Automotive, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.

Icahn Enterprises is a master limited partnership formed in Delaware on February 17, 1987. We own a 99% limited partner interest in Icahn Enterprises Holdings. Substantially all of our assets and liabilities are owned

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through Icahn Enterprises Holdings and substantially all of our operations are conducted through Icahn Enterprises Holdings and its subsidiaries. Icahn Enterprises G.P. Inc., or Icahn Enterprises GP, our sole general partner, owns a 1% general partner interest in both Icahn Enterprises Holdings and us, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Icahn Enterprises GP is owned and controlled by Mr. Carl C. Icahn. As of September 30, 2013, affiliates of Mr. Icahn owned 100,436,406 of our depositary units that represented approximately 89.4% of our outstanding depositary units. Immediately after giving effect to the consummation of this offering, affiliates of Mr. Icahn will own 87.9% of our depositary units (or 87.7% of our depositary units, if the underwriter exercises its option to purchase additional depositary units in full.)

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

The following is a summary of our core holdings:

Investment.  Our Investment segment is comprised of various private investment funds, including Icahn Partners L.P. (“Icahn Partners”), Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP (collectively, the “Master Funds”, and together with Icahn Partners, the “Investment Funds”), through which we invest our proprietary capital. We and certain of Mr. Icahn’s wholly owned affiliates are the sole investors in the Investment Funds. Icahn Onshore LP and Icahn Offshore LP (together, the “General Partners”) act as the general partner of Icahn Partners and the Master Funds, respectively. The General Partners provide investment advisory and certain administrative and back office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. Interests in the Investment Funds are not offered to outside investors.

Automotive.  We conduct our Automotive segment through our 80.7% ownership, as of September 30, 2013, in Federal-Mogul. In 2012, Federal-Mogul reorganized its businesses around its Powertrain and Vehicle Components Solutions businesses to take advantage of unique growth opportunities and customer requirements in each sector. Powertrain serves original equipment light vehicle, commercial vehicle and industrial engine manufacturers and VCS primarily supplies branded repair components to the automotive aftermarket. Federal-Mogul’s high-precision products are designed and engineered to help its customers satisfy and exceed environmental and safety standards without sacrificing performance.

Federal-Mogul’s Powertrain business has leading market share positions in pistons, piston rings, valve seats, value guides, bearings, ignition, sealing and systems protection components. It focuses on high-technology, high-precision products that improve fuel economy, reduce emissions and enhance durability. Demand for smaller, high performance engines has increased dramatically over the past few years as developed economies implement higher fuel economy and emission standards. Simultaneously, new vehicle production has continued to increase due to substantial growth in the size of the emerging markets middle class. Global light vehicle production is expected to increase at a 5% compound annual growth rate, or CAGR, through 2018; however, cylinder count per engine is expected to continue to decrease, as engine manufacturers implement new technologies to obtain more power from smaller highly-loaded engines. These compact, more powerful engines require more advanced components to handle higher thermal and mechanical stresses, which increases overall content per vehicle. Approximately 30% of Powertrain revenue in fiscal year 2012 was derived from commercial vehicle and other non-light vehicle customers. Each of these industrial markets is highly specialized and requires significant research, development and engineering to create products capable of performing in the harshest environments. These end markets are also subject to tightening environmental regulation that introduces increased complexity and performance requirements but creates opportunity for growth.

Federal-Mogul’s Vehicle Components Solutions business is a global leader in aftermarket components such as engine, sealing, chassis, wiper and ignition components, and is a leading premium brake pad and component manufacturer in North America and Europe. Federal-Mogul has some of the most widely recognized aftermarket brands, including Fel-Pro, Moog, Ferodo, ThermoQuiet, Wagner, ANCO and Champion. Aftermarket demand is a function of the size of the global car parc, which is estimated to grow at a 4%

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CAGR through 2020 on the strength of emerging market vehicle sales. A further driver is the age of the car parc, which has been steadily increasing in all markets. We believe Federal-Mogul has an excellent opportunity to leverage its brands and products throughout the emerging markets, as well as to participate in consolidation opportunities in North America and Europe. In addition, the North American automotive aftermarket distribution system is highly profitable, yet inefficient due to multi-tier channels and inventory management complexity. As a large manufacturer with a leading brands and a broad product portfolio, Federal-Mogul has an opportunity to streamline its manufacturing and distribution operations in mature markets and expand into emerging regional markets where growth in new vehicle production is resulting in total car parc expansion and the development of an attractively-sized automotive aftermarket.

On July 11, 2013, Federal-Mogul received $500 million in connection with its previously announced common stock registered rights offering (the “Federal-Mogul Rights Offering”). In connection with the Federal-Mogul Rights Offering, we fully exercised our subscription rights under our basic and over subscription privileges to purchase additional shares of Federal-Mogul common stock, thereby increasing our ownership of Federal-Mogul, for an aggregate additional investment of $434 million.

Energy.  We conduct our Energy segment through our 82.0% ownership, as of September 30, 2013, in CVR. In addition, as of September 30, 2013, as a result of purchasing common units of CVR Refining, LP (“CVRR”) during 2013, we directly owned approximately 4.0% of the total outstanding common units of CVRR. We acquired a controlling interest in CVR on May 4, 2012.

CVR is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries through its holdings in CVRR and CVR Partners, LP (“CVRP”), respectively. CVRR is an independent petroleum refiner and marketer of high value transportation fuels. CVRP produces nitrogen fertilizers in the form of ammonia and urea ammonium nitrate. As of September 30, 2013, following various equity offerings during 2013, CVR owned the general partner and approximately 71% of the common units of CVRR (including 100% of CVR Refining GP, LLC, its general partner) and approximately 53% of the common units of CVRP (including 100% of CVR GP, LLC, its general partner).

CVRR’s mid-continent location provides access to significant quantities of crude oil from the continental United States and Western Canada. We believe expected crude oil production growth in North America, coupled with declining North Sea volumes, transportation bottlenecks and other geopolitical considerations will likely support favorable crack spreads for mid-continent refineries for the foreseeable future. CVRR’s refinery assets include two of only seven refineries in the underserved PADD II Group 3 region, a 115,000 barrels per day (“bpd”) complex full coking medium-sour crude refinery in Coffeyville, Kansas and a 70,000 bpd medium complexity refinery in Wynnewood, Oklahoma capable of processing 20,000 bpd of light sour crude. CVRR also controls and operates supporting logistics assets including approximately 350 miles of owned pipelines, over 125 owned crude transports, a network of strategically located crude oil gathering tank farms providing roughly 50,000 bpd to the refineries and over 6.0 million barrels of owned or leased crude oil storage capacity. In addition, CVRR has 35,000 bpd of contracted capacity on the Keystone and Spearhead pipelines to supply its refineries with Canadian and Bakken crudes.

CVRP produces and distributes nitrogen fertilizer products, such as ammonia and urea ammonium nitrate (“UAN”), used by farmers to improve the yield and quality of their crops. Located in the heart of the Corn Belt with direct access to its primary input, pet coke, from the adjacent Coffeyville refinery, CVRP is close to customers and enjoys a meaningful freight advantage compared to many of its competitors and imports. CVRP’s utilization of pet coke instead of natural gas provides CVRP with a relatively fixed cost structure and makes it less sensitive to swings in energy prices. Fertilizer consumption continues to grow annually as global population growth, changing food consumption patterns in emerging markets and decreasing per capita farmland drive world grain demand higher and necessitate more efficient land use. The United States currently accounts for 25% of world coarse grain production, and as the third largest consumer of nitrogen fertilizer, imports a significant portion of its requirements. As a result of these trends and the recent completion of its UAN expansion project, we believe CVRP is well positioned to continue to benefit from the secular growth in the fertilizer market.

On January 24, 2013, the board of directors of CVR adopted a quarterly cash dividend policy of $0.75 per share, or $3.00 per share on an annualized basis. CVR paid its first regular quarterly dividend in the second

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quarter of 2013. In addition, CVR declared and paid two special cash dividends during the nine months ended September 30, 2013, bringing total dividends paid to $13.50 per share, of which $961 million was paid to us.

Metals.  We conduct our Metals segment through our indirect wholly owned subsidiary, PSC Metals, Inc. (“PSC Metals”). PSC Metals is one of the largest independent metal recycling companies in the United States and 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 has over 40 locations concentrated in three main geographic regions — the Upper Midwest, the St. Louis region and the South. PSC Metals has actively consolidated its regions and is seeking to build a leading position in each market.

As recycled steel is more environmentally friendly and energy efficient (and therefore cheaper to produce) than virgin steel, we believe that PSC Metals will benefit from secular growth trends in recycled metals. In addition, PSC Metals is well positioned to benefit from the improving economy and higher industrial production and steel mill operating rates in North America. NAFTA steel demand is expected to be flat in 2013 and grow by 3.2% in 2014. In our Upper Midwest market, steel mills will have invested an estimated $1.8 billion between 2011 and 2014 to meet growing steel demand driven primarily by automotive and increased oil and gas drilling industries. We believe these investments will increase the regional demand for ferrous scrap. Finally, as the United States is the leading exporter of scrap metal in the world, the U.S. scrap industry is expected to benefit from growing global steel demand. PSC Metals also processes non-ferrous metals including aluminum, aluminum ingots, 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 also operates a secondary products business that includes the supply of secondary plate and structural grade pipe that is sold into niche markets for counterweights, piling and foundations, construction materials and infrastructure end-markets.

Railcar.  We conduct our Railcar segment primarily through our 55.6% ownership, as of September 30, 2013, in American Railcar Industries Inc. (“ARI”) and our wholly owned subsidiary, AEP Leasing LLC (“AEP Leasing”). ARI is a leading North American manufacturer of hopper and tank railcars, two product groups that constitute over 50% of the approximately 1.5 million railcar North American fleet, 74% of the nine months ended September 30, 2013 railcar deliveries and 90% of the railcar industry manufacturing backlog as of September 30, 2013. These railcars are offered for sale or lease to leasing companies, industrial companies, shippers and railroads.

ARI currently benefits from the rapidly increasing energy production in North America. Increased crude oil production from North American shale regions and Canada have resulted in significant demand for tank railcars as the existing pipeline capacity is not able to satisfy the transportation demands for crude oil. ARI’s backlog for tank railcars extends into 2014 and industry new tank railcar order backlogs extend into 2015. As of September 30, 2013, ARI has a railcar fleet for lease of approximately 3,780 railcars, and we also operate a separate lease fleet through AEP Leasing with a railcar fleet for lease of 1,870 railcars. ARI also provides services for railcar fleets including critical railcar repair, maintenance, engineering and fleet management services. ARI also manufactures other industrial products, primarily aluminum and special alloy steel castings.

ARI’s fleet management services include 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.

On September 20, 2013, American Entertainment Properties Corporation, a wholly owned subsidiary of ours and the parent company of AEP Rail Corp (“AEP”), entered into a transaction with American Railcar Leasing, LLC (“ARL”), a company wholly owned and controlled by Carl C. Icahn. ARL is a wholly owned subsidiary of IRL Holding LLC (“IRL”) and owns a railcar lease fleet of approximately 27,000 railcars. Prior to the closing of the transaction, which took place on October 2, 2013, AEP bought out the remainder of a management contract between AEP Leasing LLC (“AEP Leasing”) and ARL for $21 million, and ARL distributed $71 million in cash and $171 million in notes receivable (including interest accrued) to its parent company, IRL. Pursuant to a contribution agreement dated September 20, 2013 by and among AEP, IRL, ARL and IEP Energy Holding LLC (the “ARL Contribution Agreement”), at the closing of the transaction, AEP contributed $279 million in cash to ARL, and will, on January 1, 2014, contribute the fair market value of its

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100% ownership interest in AEP Leasing to ARL, for aggregate consideration consisting of a 75% membership interest in ARL (“New ARL”), which is expected to incur additional debt of $381 million. Pursuant to the ARL Contribution Agreement, New ARL will distribute $381 million in cash to IRL after such new debt is incurred.

New ARL is an entity under common control. Accordingly, the consolidated financial statements and footnotes will include the assets and operations of New ARL for all periods presented effective in the fourth quarter of 2013. In addition, all earnings and capital transactions prior to our investment in New ARL will be allocated to non-controlling interests.

Gaming.  We conduct our Gaming segment through our 67.9% ownership, as of September 30, 2013, in Tropicana Entertainment Inc. (“Tropicana”). Tropicana currently owns and operates a diversified, multi-jurisdictional collection of casino gaming properties. The eight casino facilities it operates feature approximately 370,000 square feet of gaming space with 7,100 slot machines, 210 table games and 6,000 hotel rooms with three casino facilities located in Nevada and one in each of Mississippi, Indiana, Louisiana, New Jersey and Aruba. We acquired our ownership in Tropicana through distressed debt and subsequent equity purchases. In 2010, Tropicana emerged from bankruptcy following which we replaced management and improved performance. Through a highly analytical approach to operations, Tropicana management has identified programs that are designed to enhance marketing, improve hotel utilization, optimize product mix and reduce expenses. Tropicana has also reinvested in its properties by upgrading hotel rooms, refreshing casino floor products tailored for each regional market and pursuing strong brands for restaurant and retail opportunities. Tropicana intends to pursue acquisition opportunities where it can expand into attractive regional markets and leverage the Tropicana brand name and customer base. In addition, we are monitoring the prospects of Internet gaming and intend to pursue the opportunity if and when it is legalized.

As previously disclosed, on August 16, 2013, Tropicana St. Louis LLC (the “Buyer”), a Delaware limited liability company and a wholly owned subsidiary of Tropicana, entered into an Equity Interest Purchase Agreement (the “Purchase Agreement”) with Pinnacle Entertainment, Inc. (“Pinnacle”), Casino Magic, LLC (“Casino Magic” and together with Pinnacle, the “Sellers”), Casino One Corporation (the “Target”), PNK (ES), LLC (“ES”), PNK (ST. LOUIS RE), LLC (“RE”) and PNK (STLH), LLC (“STLH”). Casino Magic is the beneficial and record owner of all of the issued and outstanding stock of the Target (the “Target Stock”). Pinnacle is the beneficial and record owner of all of the issued and outstanding membership interests of ES, RE and STLH (and together with the Target Stock, the “Equity Interests”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Buyer has agreed to purchase all of the Equity Interests in exchange for $260 million in cash, subject to adjustment (the “Tropicana Transactions”). If the Tropicana Transactions are consummated, the Buyer would acquire the Lumiére Place Casino, Hotel Lumiére, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri.

The Purchase Agreement contains customary representations, warranties and covenants by the Buyer and the Sellers, including an agreement by each of the parties to use commercially reasonable efforts to consummate the Tropicana Transactions. Completion of the Tropicana Transactions is subject to various conditions, including, among others, regulatory approvals from the Missouri Gaming Commission and the U.S. Federal Trade Commission. Tropicana can make no assurances that the conditions will be satisfied and that the sale will be consummated in a timely manner or at all.

Food Packaging.  We conduct our Food Packaging segment through our 70.8% ownership, as of September 30, 2013, 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 70% 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.

While developed markets remain a steady source of demand for Viskase’s products, we believe that future growth will be driven significantly by the growing middle class in emerging markets. As per capita income increases in these emerging economies, we expect protein consumption to increase. We believe that this will

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create significant demand for meat-related products, such as sausages, hot dogs and luncheon meats, which are some of the most affordable sources of protein and represent the primary sources of demand for Viskase casings. Viskase is aggressively pursuing this emerging market opportunity. Since 2007, sales to emerging economies have grown on average 13% per year, and in 2013 accounted for over 50% of total company sales through September 30, 2013 compared to 36% in 2007. In 2012, Viskase completed a new finishing center in the Philippines and expanded its capacity in Brazil. Artificial casings are technically difficult to make and the challenges of producing quality casings that meet stringent food related regulatory requirements are significant. In addition, there are significant barriers to entry in building the manufacturing facilities and obtaining the regulatory permits necessary to meaningfully participate in the industry. Viskase had invested approximately $120 million of capital from 2009 through 2012 to meet the increasing emerging market demand. A significant portion of that investment was made in 2011 and 2012 which have benefitted the financial returns in 2013.

Real Estate.  Our Real Estate segment consists of rental real estate, property development and resort activities. As of September 30, 2013, we owned 29 commercial 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 include land for future residential development of approximately 292 and 870 units of residential housing, respectively. Both developments operate golf and resort operations as well. In addition, our Real Estate segment owns an unfinished development property which is located on approximately 23 acres in Las Vegas, Nevada.

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 designing, marketing, manufacturing, sourcing, distributing and selling home fashion consumer products. WPH markets a broad range of manufactured and sourced bed and bath products, including sheets, pillowcases, bedspreads, quilts, comforters and duvet covers, 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.

Business Strengths

Significant Net Asset Value.  We are well capitalized with approximately $32 billion of total assets at September 30, 2013, and significant equity value in our operating subsidiaries. The table below sets forth the combined value of our operating subsidiaries and Holding Company’s liquid assets.

Our net asset value is summarized as follows (in millions):

         
  As of
     Dec 31,
2012
  March 31, 2013   June 30,
2013
  Sept 30,
2013
  Nov 30,
2013
Market-valued Subsidiaries:
                                            
Holding Company interest in Funds(1)   $ 2,387     $ 2,607     $ 2,543     $ 3,573     $ 3,610  
CVR Energy(2)     3,474       3,675       3,375       2,743       2,811  
CVR Refining(2)           139       180       150       144  
Federal-Mogul(2)     615       462       783       2,033       2,485  
American Railcar Industries(2)     377       555       398       466       515  
Total market-valued subsidiaries   $ 6,853     $ 7,438     $ 7,279     $ 8,965     $ 9,565  

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  As of
     Dec 31,
2012
  March 31, 2013   June 30,
2013
  Sept 30,
2013
  Nov 30,
2013
Other Subsidiaries
                                            
Tropicana(3)   $ 512     $ 546     $ 566     $ 528     $ 480  
Viskase(3)     268       283       237       278       255  
Real Estate Holdings(4)     763       696       717       723       723  
PSC Metals(4)     338       334       322       302       302  
WestPoint Home(4)     256       207       205       205       205  
AEP Leasing(4)     60       112       142       214       214  
Total – other subsidiaries   $ 2,196     $ 2,178     $ 2,189     $ 2,250     $ 2,179  
Add: Holding Company cash and cash equivalents(5)   $ 1,045     $ 755     $ 1,412     $ 958     $ 1,013  
Less: Holding Company debt(6)     (4,082 )      (3,525 )      (3,525 )      (4,017 )      (4,017 ) 
Add: Other Holding Company net assets(7)     86       137       (133 )      (72 )      (72 ) 
Indicative Net Asset Value   $ 6,098     $ 6,983     $ 7,222     $ 8,084     $ 8,668  

(1) Fair market value of Holding Company’s interest in the Funds and Investment segment cash as of each respective date.
(2) Based on closing share price on each date (or if such date was not a trading day, the immediately preceding trading day) and the number of shares owned by the Holding Company as of each respective date.
(3) Amounts based on market comparables due to lack of material trading volume. Tropicana valued at 8.0, 9.0, 9.0 and 9.0 times the trailing twelve month Adjusted EBITDA as of December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013, respectively. Viskase valued at 11.0, 11.0, 9.5 and 10.0 times the trailing twelve month Adjusted EBITDA as of December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013, respectively. November 30, 2013 valuations for Tropicana and Viskase assume 8.0x and 9.5x, respectively, the trailing twelve month Adjusted EBITDA ended September 30, 2013.
(4) Represents equity attributable to us as of each respective date.
(5) Holding Company’s cash and cash equivalents balance as of each respective date except for November 30, 2013, which is the September 30, 2013 balance adjusted for dividends received subsequently from CVI and CVRR.
(6) Holding Company’s debt balance as of each respective date.
(7) Holding Company’s other net asset balance as of each respective date, except for November 30, 2013, which is the September 30, 2013 balance. Distribution accruals are adjusted for additional depositary units distributed subsequent to the balance sheet date (if any).

Diversified Operating Subsidiaries with Strong Financial Position.  We have operating subsidiaries in diverse industries including Investment, Automotive, Energy, Railcar, Food Packaging, Metals, Real Estate and Home Fashion. For the twelve month period ended September 30, 2013, we generated revenues of $19.9 billion, Adjusted EBITDA before non-controlling interests of $3.5 billion, and Adjusted EBITDA attributable to Icahn Enterprises of $1.9 billion. A reconciliation of Adjusted EBITDA before non-controlling interests to net income before non-controlling interests and Adjusted EBITDA attributable to Icahn Enterprises to net income attributable to Icahn Enterprises is included in “— Summary Consolidated Historical and Other Financial Data.” Furthermore, with approximately $1 billion of cash at our Holding Company, $3.6 billion liquid interest in the Funds and approximately $2.3 billion of cash at our subsidiary operating companies all as of September 30, 2013, we have strong liquidity to fund operating needs, strategic initiatives and attractive investment opportunities.

Proven Investment Team.  Our investment team is led by Carl C. Icahn, working with a team of experienced financial and operational executives. Mr. Icahn’s substantial investing history provides us with a unique network of relationships and access on Wall Street, in industry and throughout the restructuring community.

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Our team consists of nearly 20 professionals with diverse backgrounds, most of whom have worked with us for many years. Our team maintains a deep knowledge of business systems, bankruptcy laws and transaction processes that further supports our efforts to build stakeholder value.

Significant Realizations.  We have demonstrated a history of successfully acquiring undervalued assets and improving and enhancing their operations and financial results. Our record is based on a long-term horizon that can enhance business value and facilitate a profitable exit strategy. For example, in 2006, we sold our oil and gas assets to a strategic buyer for $1.5 billion resulting in a pre-tax gain of $599 million. Our oil and gas assets included National Energy Group, Inc., TransTexas Gas Corporation and Panaco, Inc., which were acquired out of bankruptcy. Subsequently, we grew the business through organic investment and through a series of bolt-on acquisitions. In addition, we installed operational and financial guidelines to improve the business, including realignment of the fixed asset cost structure, reserve life expansion by maintaining a highly successful drilling program and implementation of internal controls.

We have applied our ability to enhance value in other distressed situations, such as the consolidation of American Casino & Entertainment Properties LLC (“ACEP”). ACEP’s properties in Las Vegas, which included Stratosphere Casino Hotel & Tower, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder, were acquired through bankruptcy at a substantial discount to replacement cost, and we immediately took managerial and operational steps to reduce operating costs and reinvested in the assets to enhance value. Notably, we provided capital to complete a 1,000 room expansion at the Stratosphere and made significant investments at each of the properties to refurbish rooms. We also grew ACEP by acquiring and upgrading the Acquarius in Laughlin, Nevada. Our ownership of ACEP spanned many years. We sold that business in 2008 through a sale of the casinos to W2007/ACEP Holdings, LLC, an affiliate of Whitehall Street Real Estate Funds, a series of real estate funds affiliated with Goldman, Sachs & Co., which resulted in proceeds of $1.2 billion and a pre-tax gain of $732 million. We reinvested $465 million of proceeds from this sale to acquire two triple net leased properties, which have been leased to a single-A-rated public company whose market capitalization is approximately $190 billion. These assets have generated annual cash flow of over $32 million.

Business Strategy

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

The key elements of our business strategy include the following:

Capitalize on Growth Opportunities in our Existing Businesses.  We believe that we have developed a strong portfolio of businesses with experienced management teams. We may expand our existing businesses if appropriate opportunities are identified, as well as use our established businesses as a platform for additional acquisitions in the same or related areas.

Drive Accountability and Financial Discipline in the Management of our Business.  Our Chief Executive Officer is accountable directly to our board of directors, including the Chairman, and has day-to-day responsibility, in consultation with our Chairman, for general oversight of our business segments. We continually evaluate our operating subsidiaries with a view towards maximizing value and cost efficiencies, bringing an owner’s perspective to our operating businesses. In each of these businesses, we assemble senior management teams with the expertise to run their businesses and boards of directors to oversee the management of those businesses. Each management team is responsible for the day-to-day operations of their businesses and directly accountable to its board of directors.

Seek to Acquire Undervalued Assets.  We intend to continue to make investments in businesses that we believe are undervalued and have potential for growth. We also seek to capitalize on investment opportunities arising from market inefficiencies, economic or market trends that have not been identified and reflected in market value, or complex or special situations. Certain opportunities may arise from companies that experience disappointing financial results, liquidity or capital needs, lowered credit ratings, revised industry

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forecasts or legal complications. We may acquire businesses or assets directly or we may establish an ownership position through the purchase of debt or equity securities in the open market or in privately negotiated transactions.

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

Our Corporate Information

Our principal executive offices are located at 767 Fifth Avenue, Suite 4700, New York, New York 10153 and our telephone number is (212) 702-4300. Our Internet address is www.ielp.com. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this prospectus supplement or the accompanying prospectus.

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The Offering

Depositary units offered by us    
    2,000,000 depositary units; 2,300,000 depositary units if the underwriter exercises in full its option to purchase additional depositary units.
Depositary units outstanding after this offering    
    115,900,309 depositary units; 116,200,309 depositary units if the underwriter exercises in full its option to purchase additional depositary units.
Use of proceeds    
    We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $269 million (or approximately $310 million if the underwriter exercises in full its option to purchase additional depositary units).
   
    We intend to use the net proceeds from this offering and from the underwriter’s exercise of its option to purchase additional depositary units, if any, for investment in one or more of our nine current majority owned operating subsidiaries.
Distribution policy    
    On February 10, 2013, the board of directors of Icahn Enterprises GP declared a quarterly distribution of $1.00 per depositary unit, payable in cash or additional depositary units. As a result, on April 15, 2013, Icahn Enterprises distributed an aggregate 1,521,962 depositary units to unit holders electing to receive depositary units in connection with this distribution.
   
    On April 29, 2013, the board of directors of Icahn Enterprises GP declared a quarterly distribution in the amount of $1.00 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on July 5, 2013, Icahn Enterprises distributed an aggregate 1,237,191 depositary units to unit holders electing to receive depositary units in connection with this distribution.
   
    On May 29, 2013, the board of directors of Icahn Enterprises GP, announced an annual distribution policy of $5.00 per depositary unit, payable in either cash or additional depositary units, at the election of each depositary unit holder. Mr. Icahn has stated that he will elect to receive the increase in additional depositary units for the foreseeable future.
   
    On August 6, 2013, the board of directors of Icahn Enterprises GP declared a quarterly distribution in the amount of $1.25 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on October 9, 2013, Icahn Enterprises distributed an aggregate 1,515,739 depositary units to unit holders electing to receive depositary units in connection with this distribution.
   
    On November 1, 2013, the board of directors of Icahn Enterprises GP declared a quarterly distribution in the amount of $1.25 per depositary unit, which will be paid on or about January 13, 2014 to depositary unit holders of record at the close of business on November 14, 2013. Depositary unit holders had until December 9, 2013 to make an election to receive either cash or additional depositary units; if a holder dit not make an election, was

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    automatically be deemed to have elected to receive the dividend in cash. Depositary unit holders who elected to receive additional depositary units will receive units valued at the volume weighted average trading price of the units on NASDAQ during the 20 consecutive trading days ending January 8, 2014. No fractional depositary units will be issued pursuant to the distribution payment. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any holders electing to receive depositary units. Any holders that would only be eligible to receive a fraction of a depositary unit based on the above calculation will receive a cash payment.
Exchange listing    
    Our depositary units are traded on NASDAQ under the symbol “IEP.”
Material U.S. federal income tax considerations    
    For a discussion of material U.S. federal income tax considerations that may be relevant to potential holders of our depositary units, please read “Material U.S. Federal Income Tax Considerations.”
Risk factors    
    You should carefully consider the information set forth under “Risk Factors” beginning on page S-26 of this prospectus supplement and page 5 of the accompanying prospectus, as well as the risks described in our Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and the other documents we previously have filed with the Securities and Exchange Commission that are incorporated by reference herein, before making an investment in our depositary units.

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SUMMARY CONSOLIDATED HISTORICAL AND OTHER FINANCIAL DATA

The following tables contain our summary consolidated historical financial data, which should be read in conjunction with our consolidated financial statements and the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Quarterly Report on Form 10-Q for the three months ended September 30, 2013 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

The summary consolidated historical financial data and segment operating data as of September 30, 2013 and for the nine months ended September 30, 2012 and 2013 have been derived from our unaudited consolidated financial statements contained in our Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2013. The summary consolidated historical financial data and segment operating data for the fiscal years ended December 31, 2010, 2011 and 2012 have been derived from our audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC on March 15, 2013. The summary consolidated historical financial data and segment operating data for the twelve months ended September 30, 2013 have been derived from our audited consolidated financial statements contained in our Annual Report on 10-K filed with the SEC on March 15, 2013 and our unaudited consolidated financial statements contained in our Quarterly Report on Form 10-Q filed with the SEC on November 4, 2013. The financial data presented below is not necessarily indicative of the results that may be expected for any future periods and the financial data presented for the interim periods is not necessarily indicative of the results that may be expected for the full year.

         
  Year Ended
December 31,
  Nine Months Ended September 30,
     2010   2011   2012   2012   2013
           (unaudited)
         (in millions)
Statement of Operations Data:
                                            
Net sales   $ 7,903     $ 9,127     $ 14,619     $ 10,625     $ 13,252  
Other revenues from operations     228       771       775       611       605  
Net gain from investment activities     814       1,905       343       276       1,551  
Income from continuing operations     744       1,764       727       661       1,991  
Income (loss) from discontinued operations     (1 )                         
Net income     743       1,764       727       661       1,991  
Less: Net income attributable to non-controlling interests     (544 )      (1,014 )      (331 )      (271 )      (1,188 ) 
Net income attributable to Icahn Enterprises   $ 199     $ 750     $ 396     $ 390     $ 803  
Net income attributable to Icahn Enterprises allocable to:
                                            
Limited partners   $ 195     $ 735     $ 379     $ 374     $ 787  
General partner     4       15       17       16       16  
Net income attributable to Icahn Enterprises   $ 199     $ 750     $ 396     $ 390     $ 803  
Net income (loss) attributable to Icahn Enterprises from:
                                            
Continuing operations   $ 200     $ 750     $ 396     $ 390     $ 803  
Discontinued operations     (1 )                         
Net income attributable to Icahn Enterprises   $ 199     $ 750     $ 396     $ 390     $ 803  
Basic income (loss) per LP unit:
                                            
Income from continuing operations   $ 2.28     $ 8.35     $ 3.75     $ 3.70     $ 7.22  
Income (loss) from discontinued operations     (0.01 )      0.00       0.00       0.00       0.00  
Basic income per LP unit   $ 2.27     $ 8.35     $ 3.75     $ 3.70     $ 7.22  
Basic weighted average LP units outstanding     86       88       101       101       109  

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  Year Ended
December 31,
  Nine Months Ended September 30,
     2010   2011   2012   2012   2013
           (unaudited)
         (in millions)
Diluted income (loss) per LP unit:
                                            
Income from continuing operations   $ 2.27     $ 8.15     $ 3.75     $ 3.69     $ 7.17  
Income (loss) from discontinued operations     (0.01 )      0.00       0.00       0.00       0.00  
Diluted income per LP unit   $ 2.26     $ 8.15     $ 3.75     $ 3.69     $ 7.17  
Diluted weighted average LP units outstanding     87       93       101       106       110  
Cash distributions declared per LP unit   $ 1.00     $ 0.55     $ 0.40     $ 0.30     $ 3.25  

           
  Year Ended
December 31,
  Nine Months Ended September 30,   Twelve Months
Ended September 30
2013
     2010   2011   2012   2012   2013
       (unaudited)     (unaudited)   (unaudited)
         (in millions)
Other Financial Data:
                                                     
EBITDA attributable to Icahn Enterprises(3)   $ 876     $ 1,463     $ 1,158     $ 970     $ 1,703     $ 1,891  
Adjusted EBITDA attributable to Icahn Enterprises(3)     939       1,547       1,546       1,215       1,614       1,945  

       
  As of
December 31,
  As of September 30, 2013
     2010   2011   2012
           (unaudited)
       (in millions)
Balance Sheet Data:
                                   
Cash and cash equivalents   $ 2,963     $ 2,278     $ 3,071     $ 3,274  
Investments     7,470       8,938       5,491       12,275  
Property, plant and equipment, net     3,455       3,505       6,523       6,763  
Total assets     21,338       25,136       24,556       31,781  
Debt     6,509       6,473       8,548       8,155  
Post-employment benefit liability     1,272       1,340       1,488       1,391  
Equity attributable to Icahn Enterprises     3,183       3,755       4,669       5,720  

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  Year Ended
December 31,
  Nine Months Ended September 30,   Twelve Months Ended September 30,
2013
     2010   2011   2012   2012   2013
           (unaudited)   (unaudited)
     (in millions)
Segment Operating Data:
                                                     
Consolidated revenues:
                                                     
Investment   $ 887     $ 1,896     $ 398     $ 304     $ 1,706     $ 1,800  
Automotive     6,239       6,937       6,677       5,083       5,177       6,771  
Energy(1)                 5,519       3,651       6,735       8,603  
Metals     725       1,096       1,103       872       737       968  
Railcar     270       514       657       488       433       602  
Gaming(2)     78       624       611       488       445       568  
Food Packaging     317       338       341       253       251       339  
Real Estate     90       90       88       69       65       84  
Home Fashion     431       325       231       176       144       199  
Holding Company     57       36       29       29       (35 )      (35 ) 
Eliminations     (22 )      (14 )                         
     $ 9,072     $ 11,842     $ 15,654     $ 11,413     $ 15,658     $ 19,899  
       (unaudited) (unaudited)   (unaudited)  
Adjusted EBITDA before non-controlling interests(3):
                                                     
Investment   $ 823     $ 1,845     $ 374     $ 286     $ 1,622     $ 1,710  
Automotive     661       688       513       419       447       541  
Energy(1)                 977       746       709       940  
Metals     24       26       (16 )      (11 )      (12 )      (17 ) 
Railcar     3       50       143       100       112       155  
Gaming(2)     6       72       79       76       68       71  
Food Packaging     50       48       57       40       50       67  
Real Estate     40       47       47       39       33       41  
Home Fashion     (32 )      (31 )      (3 )      (2 )      1        
Holding Company     69       5       11       17       (48 )      (54 ) 
     $ 1,644     $ 2,750     $ 2,182     $ 1,710     $ 2,982     $ 3,454  
       (unaudited) (unaudited)   (unaudited)  
Adjusted EBITDA attributable to Icahn Enterprises(3):
                                                     
Investment   $ 342     $ 876     $ 158     $ 122     $ 693     $ 729  
Automotive     499       518       390       320       348       418  
Energy(1)                 787       592       465       660  
Metals     24       26       (16 )      (11 )      (12 )      (17 ) 
Railcar     2       27       77       58       52       71  
Gaming(2)     1       37       54       50       45       49  
Food Packaging     37       35       41       30       37       48  
Real Estate     40       47       47       39       33       41  
Home Fashion     (23 )      (24 )      (3 )      (2 )      1        
Holding Company     17       5       11       17       (48 )      (54 ) 
     $ 939     $ 1,547     $ 1,546     $ 1,215     $ 1,614     $ 1,945  

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(1) Energy segment results for 2012 are for the period commencing May 5, 2012.
(2) Gaming segment results for 2010 are for the period commencing November 15, 2010.
(3) EBITDA represents earnings before interest expense, net, income tax (benefit) expense and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding the effects of impairment, restructuring costs, certain pension plan expenses, FIFO impacts, OPEB curtailment gains, certain share-based compensation, major scheduled turnaround, disposal of assets, certain proxy matter expenses, certain acquisition expenses, losses on extinguishment of debt, unrealized gain and losses on derivatives and certain commercial settlement charges. We conduct substantially all of our operations through subsidiaries. The operating results of our subsidiaries may not be sufficient to make distributions to us. In addition, our subsidiaries are not obligated to make funds available to us for payment of our indebtedness, payment of distributions on our depositary units or otherwise, and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements to which these subsidiaries currently may be subject or into which they may enter in the future. The terms of any borrowings of our subsidiaries or other entities in which we own equity may restrict dividends, distributions or loans to us.

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

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

do not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;
do not reflect changes in, or cash requirements for, our working capital needs; and
do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt.

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

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

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

           
  Year Ended
December 31,
  Nine Months Ended September 30,   Twelve Months Ended September 30,
2013
     2010   2011   2012   2012   2013
       (unaudited)     (unaudited)   (unaudited)
         (in millions)
Attributable to Icahn Enterprises:
                                                     
Net income   $ 199     $ 750     $ 396     $ 390     $ 803     $ 809  
Interest expense, net     338       377       456       337       346       465  
Income tax expense (benefit)     11       27       (128 )      (60 )      211       143  
Depreciation, depletion and amortization     328       309       434       303       343       474  
EBITDA attributable to Icahn Enterprises   $ 876     $ 1,463     $ 1,158     $ 970     $ 1,703     $ 1,891  
Impairment(a)   $ 8     $ 58     $ 106     $ 68     $ 7     $ 45  
Restructuring(b)     12       9       25       16       17       26  
Non-service cost of U.S.-based pension(c)     25       18       29       20       4       13  
FIFO impact (favorable) unfavorable(d)                 58       34       (54 )      (30 ) 
OPEB curtailment gains(e)     (22 )      (1 )      (40 )      (39 )      (15 )      (16 ) 
Certain share-based compensation expense(f)                 27       26       14       15  
Major scheduled turnaround expense(g)                 88       10             78  
(Gain) loss on disposal of assets(h)                       (2 )      44       46  
Expenses related to certain acquisitions(i)                 4                   4  
Net loss (gain) on extinguishment of debt(j)     40             7       2       (3 )      2  
Unrealized (gain)/loss on certain derivatives(k)                 57       96       (121 )      (160 ) 
Other                 27       14       18       31  
Adjusted EBITDA attributable to Icahn Enterprises   $ 939     $ 1,547     $ 1,546     $ 1,215     $ 1,614     $ 1,945  

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The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the year ended December 31, 2010 for each of our segments:

                     
  Investment   Automotive   Energy   Metals   Railcar   Gaming   Food Packaging   Real Estate   Home Fashion   Holding Company   Total
               (unaudited)
(in millions)
Before non-controlling interests:
                                                                                                  
Net income (loss)   $ 818     $ 160     $     $ 4     $ (27 )    $ (2 )    $ 14     $ 8     $ (62 )    $ (170 )    $ 743  
Interest expense, net     4       141                   21       1       21       8       1       192       389  
Income tax expense (benefit)     2       12             1       (15 )            2                   7       9  
Depreciation, depletion and amortization           333             18       23       5       14       23       11             427  
EBITDA before
non-controlling interests
  $ 824     $ 646     $     $ 23     $ 2     $ 4     $ 51     $ 39     $ (50 )    $ 29     $ 1,568  
Impairment(a)   $     $ 2     $     $     $     $     $     $ 1     $ 9     $     $ 12  
Restructuring(b)           8                                           8             16  
Non-service cost of U.S. based
pension(c)
          35                                                       35  
OPEB curtailment gains(e)           (29 )                                                      (29 ) 
Net loss on extinguishment of debt(j)                                                           40       40  
Other     (1 )      (1 )            1       1       2       (1 )            1             2  
Adjusted EBITDA before non-controlling interests   $ 823     $ 661     $     $ 24     $ 3     $ 6     $ 50     $ 40     $ (32 )    $ 69     $ 1,644  
Attributable to Icahn Enterprises:
                                                                                                  
Net income   $ 340     $ 116     $     $ 4     $ (15 )    $     $ 10     $ 8     $ (42 )    $ (222 )    $ 199  
Interest expense, net     1       109                   12             15       8       1       192       338  
Income tax expense (benefit)     1       9             1       (8 )            1                   7       11  
Depreciation, depletion and amortization           254             19       13       1       11       23       7             328  
EBITDA attributable to Icahn Enterprises   $ 342     $ 488     $     $ 24     $ 2     $ 1     $ 37     $ 39     $ (34 )    $ (23 )    $ 876  
Impairment(a)   $     $ 1     $     $     $     $     $     $ 1     $ 6     $     $ 8  
Restructuring(b)           7                                           5             12  
Non-service cost of U.S. based
pension(c)
          25                                                       25  
OPEB curtailment gains(e)           (22 )                                                      (22 ) 
Net loss on extinguishment of debt(j)                                                           40       40  
Adjusted EBITDA attributable to Icahn Enterprises   $ 342     $ 499     $     $ 24     $ 2     $ 1     $ 37     $ 40     $ (23 )    $ 17     $ 939  

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The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the year ended December 31, 2011 for each of our segments:

                     
  Investment   Automotive   Energy   Metals   Railcar   Gaming   Food Packaging   Real Estate   Home Fashion   Holding Company   Total
               (unaudited) (in millions)
Before non-controlling interests:
                                                                                                  
Net income (loss)   $ 1,830     $ 168     $     $ 6     $ 4     $ 24     $ 6     $ 18     $ (66 )    $ (226 )    $ 1,764  
Interest expense, net     15       141                   20       9       21       6       1       223       436  
Income tax expense (benefit)           17             (3 )      4       3       5                   8       34  
Depreciation, depletion and amortization           285             23       22       31       16       23       10             410  
EBITDA before
non-controlling interests
  $ 1,845     $ 611     $     $ 26     $ 50     $ 67     $ 48     $ 47     $ (55 )    $ 5     $ 2,644  
Impairment(a)   $     $ 48     $     $     $     $ 5     $     $     $ 18     $     $ 71  
Restructuring(b)           5                                           6             11  
Non-service cost of U.S. based
pension(c)
          25                                                       25  
OPEB curtailment gains(e)           (1 )                                                      (1 ) 
Adjusted EBITDA before non-controlling interests   $ 1,845     $ 688     $     $ 26     $ 50     $ 72     $ 48     $ 47     $ (31 )    $ 5     $ 2,750  
Attributable to Icahn Enterprises:
                                                                                                  
Net income   $ 868     $ 121     $     $ 6     $ 2     $ 13     $ 4     $ 18     $ (56 )    $ (226 )    $ 750  
Interest expense, net     8       109                   11       5       15       6             223       377  
Income tax expense (benefit)           13             (3 )      2       3       4                   8       27  
Depreciation, depletion and amortization           217             23       12       13       12       23       9             309  
EBITDA attributable
to Icahn
Enterprises
  $ 876     $ 460     $     $ 26     $ 27     $ 34     $ 35     $ 47     $ (47 )    $ 5     $ 1,463  
Impairment(a)   $     $ 37     $     $     $     $ 3     $     $     $ 18     $     $ 58  
Restructuring(b)           4                                           5             9  
Non-service cost of U.S. based
pension(c)
          18                                                       18  
OPEB curtailment gains(e)           (1 )                                                      (1 ) 
Adjusted EBITDA attributable to Icahn Enterprises   $ 876     $ 518     $     $ 26     $ 27     $ 37     $ 35     $ 47     $ (24 )    $ 5     $ 1,547  

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The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the year ended December 31, 2012 for each of our segments:

                     
  Investment   Automotive   Energy   Metals   Railcar   Gaming   Food Packaging   Real Estate   Home Fashion   Holding Company   Total
               (unaudited)
(in millions)
Before non-controlling interests:
                                                                                                  
Net income (loss)   $ 372     $ (22 )    $ 338     $ (58 )    $ 57     $ 30     $ 6     $ 19     $ (27 )    $ 12     $ 727  
Interest expense, net     2       136       38             15       12       21       5             283       512  
Income tax (benefit) expense           (29 )      182       (1 )      42       4       5                   (284 )      (81 ) 
Depreciation, depletion and amortization           289       128       26       24       32       18       23       8             548  
EBITDA before
non-controlling interests
  $ 374     $ 374     $ 686     $ (33 )    $ 138     $ 78     $ 50     $ 47     $ (19 )    $ 11     $ 1,706  
Impairment(a)   $     $ 98     $     $ 18     $     $ 2     $     $     $ 11     $     $ 129  
Restructuring(b)           26                               1             4             31  
Non-service cost of U.S. based
pension(c)
          35                               3                         38  
FIFO impact unfavorable(d)                 71                                                 71  
OPEB curtailment gains(e)           (51 )                                                      (51 ) 
Certain share-based compensation expense(f)           (4 )      33             5                                     34  
Major scheduled turnaround expense(g)                 107                                                 107  
Expenses related to certain
acquisitions(i)
                6                                                 6  
Net loss on extinguishment of debt(j)                 6             2       2                               10  
Unrealized loss on certain
derivatives(k)
                68                                                 68  
Other           35             (1 )      (2 )      (3 )      3             1             33  
Adjusted EBITDA before non-controlling interests   $ 374     $ 513     $ 977     $ (16 )    $ 143     $ 79     $ 57     $ 47     $ (3 )    $ 11     $ 2,182  
Attributable to Icahn Enterprises:
                                                                                                  
Net income (loss)   $ 157     $ (24 )    $ 263     $ (58 )    $ 29     $ 21     $ 4     $ 19     $ (27 )    $ 12     $ 396  
Interest expense, net     1       105       31             8       8       15       5             283       456  
Income tax (benefit) expense           (22 )      149       (1 )      23       3       4                   (284 )      (128 ) 
Depreciation, depletion and amortization           224       105       26       13       22       13       23       8             434  
EBITDA attributable
to Icahn
Enterprises
  $ 158     $ 283     $ 548     $ (33 )    $ 73     $ 54     $ 36     $ 47     $ (19 )    $ 11     $ 1,158  
Impairment(a)   $     $ 76     $     $ 18     $     $ 1     $     $     $ 11     $     $ 106  
Restructuring(b)           20                               1             4             25  
Non-service cost of U.S. based
pension(c)
          27                               2                         29  
FIFO impact unfavorable(d)                 58                                                 58  

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  Investment   Automotive   Energy   Metals   Railcar   Gaming   Food Packaging   Real Estate   Home Fashion   Holding Company   Total
               (unaudited)
(in millions)
OPEB curtailment gains(e)           (40 )                                                      (40 ) 
Certain share-based compensation expense(f)           (3 )      27             3                                     27  
Major scheduled turnaround expense(g)                 88                                                 88  
Expenses related to certain
acquisitions(i)
                4                                                 4  
Net loss on extinguishment of debt(j)                 5             1       1                               7  
Unrealized loss on certain
derivatives(k)
                57                                                 57  
Other           27             (1 )            (2 )