Corporate Credit Profile June 2014

Icahn Enterprises (IEP)

Business Profile

Icahn Enterprises LP (IEP) is a diversified holding company and Carl Icahn’s publicly traded investment vehicle, with exposure to a broad set of industries through several majority controlled investments as well as Mr. Icahn’s internal hedge fund, which IEP refers to as its “Investment Funds”.

IEP began as American Real Estate Partners (MLP) in 1987, and has grown its diversified Moody’s: Ba3/Positive portfolio to nine operating segments and approximately $35 billion of assets as of S&P: BBB-/Stable March 31, 2014. Carl Icahn continues to control the company, owning over 90% of IEP’s outstanding shares.

Current majority portfolio holdings span the Automotive, Energy, Metals, Railcars, Gaming, Food Packaging, Real Estate, and Home Fashion. Through its Investment segment, IEP owns significant positions in various investments, which include Apple, Forest Laboratories, eBay Inc, Chesapeake Energy, Herbalife, Netflix, Transocean, Nuance Communications, Talisman Energy, Hologic and Navistar International Corp.

Several of its operating businesses start out as investment positions in debt or equity securities, held either directly by the Investment segment or Mr. Icahn. These positions ultimately result in control or complete ownership of the target company. IEP EBITDA

Other, -4% Railcar, 9%

Investment, 37% Energy, 27%

Automotive, 30%

Source: Company Reports. Note: IEP’s P&L represents the consolidation of all of its underlying segments. EBITDA above represents EBITDA attributed to IEP only, not consolidated EBITDA from portfolio companies

1 • First Principles Capital Management, LLC IEP • Credit Profile

Most recently, IEP acquired a controlling interest in CVR Energy (“CVR”) which started out as a position in the Investment segment and now comprises 27% of IEP EBITDA. Based on the closing sale price of CVR stock on Feb 28, 2014 and distributions since IEP acquired control, the company already made a gain of ~$1.7 billion.

Across all businesses, IEP’s strategy is to acquire undervalued or mispriced assets and/or companies, which are generally in out-of-favor industries or being mismanaged (value-based investment strategy).

Organization Chart

Source: Company Reports

2 • First Principles Capital Management, LLC IEP • Credit Profile Evolution of the Company

Source: Company Reports Recent Events

Capital return. IEP increased its quarterly dividend from $1.25 to $1.50 in February 2014 (6% yield). This is the third time in the last twelve months the company has raised its dividend. The majority of IEP’s current dividend is being covered by the cash it receives from its stakes in CVI (CVR Energy) and ARII (American Railcar Industries). In addition, since Mr. Icahn remains the primary shareholder and has elected to receive his dividend in the form of additional shares, there is a limited capital outlay even as the dividend grows.

New CEO. Keith Cozza was appointed as new CEO in February 2014, succeeding Daniel Ninivaggi, who became Co-CEO of Federal-Mogul Corporation. Mr. Cozza had been the CFO of Icahn Associates Holding since 2006.

Debt & Equity issuances. In 2013, Icahn Enterprises completed three equity offerings, selling ~6.6 million shares. While IEP’s free float has only modestly expanded, Mr. Icahn still owns the majority of the remaining shares. In January 2014, IEP issued $1.35 billion of 5.875% senior notes.

3 • First Principles Capital Management, LLC IEP • Credit Profile Interim Results (See Detailed IEP results, and CVR and FDML summary results in Annex 2-6) FY13 (YE 9/30): Revenues [$mm] and EBITDA (*) 2011 2012 2013 LTM 3/3/14

Revenue 12,019 15,796 20,682 20,303 % Total Growth 31.4% 30.9% -1.8% EBITDA 1,541 1,546 1,896 1,634 EBITDA growth 57% 0% 23% -14%

EBITDA margin 12.8% 9.8% 9.2% 8.0% Net Income 3,776 4,691 6,114 5,932 (*) Attributable to IEP only

Source: Company Reports

4 • First Principles Capital Management, LLC IEP • Credit Profile Investment Segment Performance (internal hedge fund)

Dow Fund Return Analysis Time Period IEP Berkshire Leucadia Loews S&P 500 Russell 2000 Jones

3 yrs 183% 55% -30% 1% 47% 40% 36% 5 Yrs 311% 106% 29% 83% 140% 132% 147% Gross Return on Investment 7 Yrs 38% 77% -9% -3% 48% 53% 52%

4/09 - 4/14 361% 123% 84% 106% 163% 149% 185% 1/00 - 4/14 1548% 245% 275% 392% 68% 103% 169%

Annualized Return 4/09 - 4/14 35.0% 17.1% 12.7% 15.2% 20.9% 19.7% 22.9%

1/00 - 4/14 21.6% 9.0% 9.7% 11.7% 3.7% 5.1% 7.1%

IEP Hedge Fund Performance [%] 38% 40% 33% 35% 31% 30%

18% 20% 20% 15% 12%

10%

0%

-10% -20%

-30% -40% -36% 2005 2006 2007 2008 2009 2010 2011 2012 2013

Source: Company Reports

5 • First Principles Capital Management, LLC IEP • Credit Profile Investment Segment Performance (internal hedge fund)

IEP primarily executes its investment strategy through the hedge fund, focusing mostly on the equity markets. Most of the operating companies in IEP’s portfolio started out in the hedge fund as minority investments.

As of 2013, the hedge fund was estimated to have total assets of ~$11+ billion, with approximately 40% representing IEP’s capital and the rest to Mr. Icahn (fair value of IEP’s 40% share was $4.7 billion as of 3/14). IEP initially focused on real estate but has moved well beyond that and is willing to include long and short equity positions in any sector, long and short positions in debt securities, and strategic use of derivatives.

As the GP, Mr. Icahn sets the activist strategy for the hedge fund. The hedge fund was very active in 2013 but appears to be more subdued in terms of activity so far in 2014. SEC filings suggest no significant changes in 2014 in the large holdings in the portfolio from 12/31/2013 other than a modest addition in mid-April to Navistar.

The investment performance of the hedge fund has been very strong since its inception in November 2004. Gross returns have been positive in every year with the exception of 2008. Below are the largest holdings within the hedge fund.

# Shares Top 12 holdings Ticker Mkt Value ($mm) (mm) Apple Inc AAPL 3.8 2,124 Chesapeake Energy Corp CHK 53.2 1,443

Enzon Pharmaceuticals Inc ENZN 4.7 5 Forest Labs Inc FRX 24.5 1,473 Herbalife Ltd JLF 13.6 1,068

Hologic Inc HOLX 27.3 611 Mentor Graphics Corp MENT 12.9 310 Navistar Intl Corp NAV 10.6 407

Netflix Inc NFLX 2.1 785 Nucance Communications NUAN 48.6 739 Inc Tallisman Energy Inc TLM 60.8 709

Transocean Ltd RIG 17.2 849

Total 10,523 Source: SEC. Holdings as of 12/31/13, pricing as of 3/31/14

6 • First Principles Capital Management, LLC IEP • Credit Profile Broadly speaking, the hedge fund enjoyed a strong 2013, returning 31% inclusive of notable hedging activity (i.e., long = 65% return, short = -34% return), and making 2013 the fund’s fifth strong year in a row. Since inception (Nov 2004), the hedge fund has returned 14% on an annualized basis through March 2014.

In 2014, through the end of February, the fund was up 4.8%. However, based on the pullback in the market since then it is estimated that the fund is roughly flat on the year through April.

Capital Structure and Liquidity

IEP’s financial profile is adequate. At the holdco level, IEP benefits from dividend upstreams from its operating businesses, in addition to periodic exits from majority- owned investments. IEP also has daily liquidity through its ability to redeem its investments in the funds on a daily basis (largest holdings are liquid large cap stocks). Debt/LTM Debt/LTM IEP Capitalization [$mm] 3/31/2014 EBITDA 1 EBITDA 2 3.500% Sr Unsecured Notes due 2017 - Holdco 1,169 4.875% Sr Unsecured Notes due 2019 - Holdco 1,269 6.000% Sr Unsecured Notes due 2020 - Holdco 1,710 5.875% Sr Unsecured Notes due 2020 - Holdco 1,337 Holdco Debt 5,485 Holdco Cash 995 Net Holdco Debt 4,490

Debt Facilities - Automotive 2,499 Debt Facilities - Energy 625 Debt Facilities - Railcar 1,683 Debt Facilities - Gaming 297 Debt Facilities - Food Packaging 274 Mortgage Payable - Real Estate & Other 204 Total Opco Debt 5,582 Total Debt 11,067 6.8x 3.7x Total Cash (*) 3,342 Net Total Debt 7,725 4.7x 2.6x LTM 3/31/14 IEP EBITDA 1,634 3,025 (*) Total Cash excludes $729mm of restricted cash held at consolidated affiliated partnerships 1 Debt/EBITDA attributatble to IEP 2 Consolidated Debt/EBITDA

Source: Company Reports

7 • First Principles Capital Management, LLC IEP • Credit Profile Capital Structure and Liquidity

Cash balances at the holdco remain high at all times in order to be put to work in potential investments. Interest coverage at the holdco is adequate at 2.8x.

Given IEP’s philosophy and the strategy employed, it is not surprising that the capital structure carries a higher than average level of debt. Debt maturities are very manageable, with 56% of debt maturing after 2019.

Holdco Debt Maturity Schedule [$mm]

$3,000 $2,500

$2,000

$1,500

$1,000

$500

$0 2014 2015 2016 2017 2018 2019 2020

Source: Company Reports

8 • First Principles Capital Management, LLC IEP • Credit Profile IEP Capital Structure and Liquidity

Liquidity 1 [$mm] 2011 2012 2013 LTM 3/31/14 CFO 2,082 1,607 717 (156) Total Capex 2 (494) (936) (1,161) (1,164) FCF 1,588 671 (444) (1,320) Dividends 3 (55) (68) (379) (714) Share Repurchases 0 0 0 0 Net FCF 1,533 603 (823) (2,034) Cash 3,262 3,342 Investments 12,261 14,846 Liquidity 15,523 18,188

Metrics [$mm] 2011 2012 2013 LTM 3/31/14

Capex as % sales 4.1% 5.9% 5.6% 5.7% Total Debt 6,473 8,548 9,295 11,067 Total Leverage 4.2x 5.5x 4.9x 6.8x Total Debt/Capitalization 45.2% 46.7% 41.1% 45.6% Total CFO as % of Debt 32.2% 18.8% 7.7% -1.4% Total FCF as % of Debt 24.5% 7.8% -4.8% -11.9% Market Capitalization 11,820 11,820 Enterprise Value 19,860 19,860 EV/LTM EBITDA 10.5x 12.2x 1 Consolidated Financial Statements 2 Dividend increase in 2012 mostly due to CVR full maintenance and refurbishment of facilities (completed once every four years). FY13 represents full year of CVR consolidation 3 Distributions to non-controlling subsidiaries Strengths & Opportunities Diversified suite of assets. In 2000, IEP began expanding the business beyond its traditional real estate activities, fully embracing its activist strategy. In addition to a 40% stake in the hedge fund, IEP owns controlling or 100% stakes in nine different companies/industries.

As evidenced by the diversity of the current investment portfolio, IEP can essentially participate in all aspects of the capital structure and geographies within its investment strategy. All investments generally originate within the hedge fund, and upon reaching a majority control, are then transferred into a separately reporting operating subsidiary.

One of the advantages enjoyed by IEP over other investment companies is that it operates as a permanent capital vehicle allowing it greater flexibility around exit

9 • First Principles Capital Management, LLC IEP • Credit Profile opportunities. This allows the company to take a longer-term view than many competitors when executing its strategy as it does not have to fear redemptions, especially during periods of market turbulence. While management would like to exit investments quickly in conjunction with an attractive return, the IEP permanent capital structure provides greater flexibility than other private equity or alternative investment managers that have limited investment time horizons. In addition, since IEP has no outside investors in any of its investment strategies, it operates under the risk/return parameters that management deems to be appropriate (the hedge fund, where outside investor money was traditionally kept, returned all fee-paying capital to its investors in 2011).

Access to Mr. Icahn / Solid track record. The $11 billion hedge fund returned all outside capital in 2011 and now holds only IEP’s 40% ownership stake and Mr. Icahn’s own capital. The fund has an attractive long-term track record of producing average annual returns of ~14% since inception dating back to November 2004. While the fund’s recent track record has solidly differentiated itself from industry peers (35% in 2011 and 20% in 2012), the current backdrop for capital deployment for Mr. Icahn’s traditional activist strategy appears to be quite favorable. In particular, the opportunity to spur M&A activity and accretive capital deployment represent the biggest opportunities in the current environment given corporate liquidity levels and favorable financing markets.

IEP’s investment fund has had great success with several high profile equity investments including Netflix, Herbalife, Forest Labs, Apple and Chesapeake. In addition, since purchasing CVR Energy in May 2012, the most recent majority investment, IEP benefits from a recurring cash flow stream (~$1 billion of dividend up- streamed to IEP in 2013) through the MLP dividends which supports how IEP will look to deploy capital going forward.

Strong balance Sheet. IEP (at the holding company level) ended 1Q14 with close to $1 billion in cash and $4.5 billion in debt. This leaves the company with significant flexibility to pursue large acquisitions, invest in portfolio companies, or continue investing through the hedge fund. Including leverage, IEP is relatively unconstrained in size in terms of potential investment options.

10 • First Principles Capital Management, LLC IEP • Credit Profile

Investment outlook remains strong. IEP is Carl Icahn’s primary investment vehicle and one of the few public investment strategies for investors to gain exposure to the activist investor style. The current macro backdrop for activist investing and promoting changes through M&A remains favorable, with low interest rates, liquid corporate balance sheets, and slowing organic top line growth. While M&A activity has not picked up to the extent envisioned by management and valuations continue to climb making attractive investments harder to find, IEP remains eager to put capital to use. IEP’s (failed) aggressive pursuit of DELL last year is just one example. In addition, the hedge fund (of which IEP owns a 40% stake, and Carl Icahn the remaining 60%) has a track record since inception (November 2004) of generating average annual returns in excess of 14%.

Weaknesses & Threats

Key man risk. Mr. Icahn is 78 years old and is still a key factor in the company’s day-to- day investment operations. Any loss of his services could potentially negatively impact future returns within the various investment vehicles, as he represents the brand, is a key investment professional in the investment process, and owns the vast majority of IEP’s outstanding shares.

Upon his death, Mr. Icahn’s holdings will be overseen by a Trust that will be managed by both senior IEP officials and family members. However, the company’s management team consists of talented professionals across the specific industries and controlled investments, as well as the hedge fund strategies. The loss of Mr. Icahn could actually spur more transparency. This would be welcomed by rating agencies and could potentially lead to rating upgrades (Leucadia – one of IEP’s peers - was upgraded to BBB- by S&P post acquisition of Jefferies as the Jefferies management took over, thereby eliminating concerns around management’s dependence on two key principals at Leucadia). In particular, S&P capped CVR Energy Inc’s rating at BB- despite viewing it as a BB credit due to IEP’s 82% ownership (should IEP’s ownership fall below 80%, S&P indicated a likely upgrade to BB).

In addition, there is still a negative stigma to doing business with shareholder activists, in particular Carl Icahn. This is illustrated by Mr. Icahn’s recent attempt to sell CVR at a 20% premium (according to Barclays, Icahn has reached out to most U.S. refiners to seek bids on CVR). No bid has been received due to the high premium asked, but also

11 • First Principles Capital Management, LLC IEP • Credit Profile due to refiners’ concerns regarding having Icahn as a shareholder in the newco. Since then Icahn has restructured CVR Holdco into a holding company and spun off the refining business into a separate MLP publicly traded company, therefore extracting regular dividends.

Lack of transparency regarding IEP’s investment strategy. Although publicly traded, IEP’s available free float is less than 10%, with more than 90% of IEP’s common stock owned by Mr. Icahn (90.5% LP and 2% GP). As a result, Mr. Icahn’s voting power gives him the ability to determine all IEP matters that are subject to a vote. This is partly mitigated by the overall liquidity of the portfolio (per the company, 80% of NAV is invested in liquid publicly traded securities). Also, as an MLP, the legal structure of IEP is somewhat more complicated than most traditional companies. Volatility. Unlike Berkshire Hathaway, IEP’s goal is not to build a permanent portfolio of companies. IEP’s portfolio has churned over time as the company has made new investments and monetized existing ones. In fact, positions that IEP has been able to exit within a relatively short period of time (e.g., 1-2 years) have been amongst its most profitable undertakings.

As a result, the company’s earnings exhibit significant volatility due to the varying trends within its underlying businesses. In 2012, the bulk of revenues were generated by the auto (43%) and energy segments (35%), while in 2013 the energy segment accounted for a much greater percentage (~45%) of revenue as the segment was consolidated for an entire year. At a high level, the portfolio is well positioned, with a return to more normalized profitability levels in the energy business (from elevated levels in 2013), a turnaround in the automotive and home fashion businesses (from losses in 2013), and continued strong growth in the hedge fund and rail car businesses.

On the hedge fund side, the operating results are driven by its investment performance, hence operating income can be fairly volatile from one quarter to the next. However, unlike many other traditional hedge funds, the positions within the fund are very concentrated.

As a mitigating factor, one of the advantages enjoyed by IEP and reducing volatility is the fact that it does not use any outside capital, having returned all money to outside investors in 2011.

12 • First Principles Capital Management, LLC IEP • Credit Profile In addition, the CVR acquisition has provided IEP with a new cash flow stream. Per the partnership distribution policy, 100% of available cash generated each quarter is distributed to IEP. Of note, given the volatile nature of the refining business, CVR Refinery makes variable distributions (i.e., no quarterly minimum distributions). Cash available for distribution equals EBITDA less maintenance, environmental capex reserves, and debt service.

Outlook

Automotive (Federal Mogul) – Sales are expected to benefit from positive aftermarket volume trends, supported by a growing number of vehicles on the road and increasing average of vehicles in Europe and North America. The three year restructuring program started in 2013 should help improve profitability as production is shifted from high cost to low cost areas.

Energy (CVR Energy) – Crack spreads are expected to improve after declining sharply in 2013. S&P believes rising Canadian and U.S. crude oil production will continue to fuel significant crude feedstock discounts (price differentials) and healthy refining margins for refineries located in the Mid-Continent in the U.S.

Rail Car (American Rail Industries) – Market for rail cars has rebounded strongly over the previous three years, especially demand for leasing, a trend that is expected to continue.

13 • First Principles Capital Management, LLC IEP • Credit Profile Credit View & Relative Value Ticker Cpn YTM Maturity Date Next Call Date Bid Price YTW OAS Spread (Bid)S&P Rating CUSIP Moodys IEP 5.875 4.99 2/1/2022 8/1/2017 105.6 4.7 264.0 BBB- 451102BF3 Ba3 IEP 4.875 4.20 3/15/2019 7/15/2016 102.9 4.0 261.7 BBB- 451102BB2 Ba3 IEP 6.000 4.36 8/1/2020 2/1/2017 108.8 3.9 225.0 BBB- 451102AX5 Ba3 IEP 5.875 5.31 2/1/2022 8/1/2017 103.5 5.2 302.0 BBB- 451102BD8 Ba3 IEP 3.500 3.02 3/15/2017 2/15/2017 101.3 3.0 230.8 BBB- 451102BA4 Ba3 IEP 4.875 4.29 3/15/2019 7/15/2016 102.5 4.2 275.8 BBB- 451102AZ0 Ba3 IEP 3.500 3.16 3/15/2017 2/15/2017 100.9 3.2 245.1 BBB- 451102AY3 Ba3 IEP 6.000 4.81 8/1/2020 2/1/2017 106.3 4.6 280.7 BBB- 451102BC0 Ba3 IEP 5.875 5.15 2/1/2022 8/1/2017 104.5 4.9 283.6 BBB- EK0423450 Ba3 IEP 4.875 3.91 3/15/2019 7/15/2016 104.1 3.8 236.0 BBB- EK0179789 Ba3 CVI 6.500 5.59 11/1/2022 11/1/2017 106.0 5.4 312.1 B+ 126634AC8 B2 IEP 3.500 2.88 3/15/2017 2/15/2017 101.6 2.9 216.5 BBB- EK0179722 Ba3 IEP 6.000 4.84 8/1/2020 2/1/2017 106.1 4.7 284.4 BBB- EK0179961 Ba3 We view IEP as a diverse company with a solid track record that mitigates inherent volatility. Management has a solid track record of investing, which somewhat offsets the lack of overall transparency and liquidity. Looking ahead, the biggest drivers of growth are likely to be the investment fund combined with the energy and the auto segment.

IEP has maintained adequate liquidity at the parent, supplemented by liquid assets in its investment fund and cash distributions from portfolio companies have improved with the acquisition of CVR.

We see some upside from the current favorable backdrop for capital deployment for Mr. Icahn’s traditional activist strategy, in particular, the opportunity to spur M&A activity.

The company’s 6% 20’s appear attractive at an OAS of 225, yielding 3.9% to the next call on 2/1/17.

Contact Information:

Sandy Jephson

Senior Credit Analyst

[email protected]

212-324-6014

14 • First Principles Capital Management, LLC IEP • Credit Profile Data Annex 1

Valuation

Market Enterprise EBITDA Ent. Peer Analysis [$mm] S&P Rating Sales EBITDA Debt Debt/EBITDA Value Value Margin Value/EBITDA Icahn Enterprises (*) BBB- 12 20 20 3 15.6% 11 3.4x 6.2x Berkshire Hathaway AA 314 340 184 37 20.2% 73 2.0x 9.1x Harbinger Group B 2 6 6 1 19.3% 5 4.9x 5.1x Leucadia BBB 9 10 12 1 10.4% 22 17.9x 8.1x

Average 84 94 55 11 16.4% 28 7.0x 7.1x Source: Yahoo Finance (*) Consolidated IEP

Stock Price

IEP Share Price [$] Price $98.3 160 YTD Change 140 -10.6% 120

100 80 60

40 20 0 2007 2008 2009 2010 2011 2012 2013

Source: Bloomberg

Note: the Net Asset Value (NAV) of IEP’s combined businesses as of 12/31/13 as disclosed by IEP equaled ~$79 vs. a stock price of $98 (1.25x NAV). Over the last twelve months IEP has traded at a premium to its NAV.

15 • First Principles Capital Management, LLC IEP • Credit Profile Data Annex 2

IEP Revenue by Segment

Consolidated Revenue [$mm] 2011 2012 2013 LTM 1Q14 % Total

Investment 1,896 398 2,031 1,474 7% Automotive 6,937 6,677 6,876 6,985 34% Energy 0 5,519 9,063 9,281 46% Metals 1,096 1,103 929 855 4% Railcar 691 799 744 763 4% Gaming 624 611 571 615 3% Food Packaging 338 341 346 331 2% Real Estate 90 88 85 88 0% Home Fashion 325 231 187 184 1% Holding Co & Eliminations 22 29 -150 -273 -1% Total Revenue 12,019 15,796 20,682 20,303 100%

IEP Revenue 25,000

20,000

15,000

10,000

5,000

0 2011 2012 2013 LTM 1Q14

Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion

Source: Company reports

16 • First Principles Capital Management, LLC IEP • Credit Profile Data Annex 3

EBITDA attributable to IEP by Segment IEP EBITDA [$mm] 2011 2012 2013 LTM 1Q14 % Total Investment 876 158 816 607 37% Automotive 512 390 459 487 30% Energy 0 787 556 446 27% Metals 26 -16 -18 -16 -1% Railcar 27 77 111 155 9% Gaming 37 54 45 45 3% Food Packaging 35 41 50 51 3% Real Estate 47 47 46 47 3% Home Fashion (24) (3) 1 3 0%

Holding Co & Eliminations 5 11 -170 -191 -12%

Total Revenue 1,541 1,546 1,896 1,634 100%

IEP EBITDA 2,500

2,000

1,500

1,000

500

0 2011 2012 2013 LTM 1Q14 -500

Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion

Source: Company reports

17 • First Principles Capital Management, LLC IEP • Credit Profile Data Annex 4

CVR Energy (27% of total EBITDA attributable to IEP) CVR is the newest addition to IEP’s operating portfolio (May 2012), with an 82% stake. Within CVR, the first operating segment, CVR Refining LP (CVRR), is an independent petroleum refiner and marketer of transportation fuels, while the second partnership, CVR Partners LP (UAN), produces nitrogen fertilizers. The bulk of revenue and profits comes from the refining business (96% of revenue and 85% of EBIT). Revenues [$mm] and EBITDA 2008 2009 2010 2011 2012 2013 LTM 3/14 Revenue 5,016 3,136 4,080 5,029 8,567 8,986 9,080

% Total Growth -37.5% 30.1% 23.3% 70.4% 4.9% 1.1% EBITDA 218 207 192 691 1,265 660 528 EBITDA growth n/a -5% -80% 260% 83% -48% -20% EBITDA margin 4.3% 6.6% 4.7% 13.7% 14.8% 7.3% 5.8% Net Income 1 164 69 14 346 379 371 332 Total Debt 496 491 477 864 898 676 675.9 Total Leverage 2.3x 2.4x 2.5x 1.2x 0.7x 1.0x 1.3x Cash 9 37 200 388 896 842 962.1 Net Debt 487 454 277 476 2 -166 -286 Net Leverage 2.2x 2.2x 1.4x 0.7x 0.0x -0.3x -0.5x 1 2012 net income of $379mn includes ~$300mn of derivatives losses on crack spreads swap hedges

Source: Company Reports CVRR is a pure play refining MLP with two refineries located in the U.S. Mid-Continent region (~22% of regional refining capacity). It also owns complementary logistic and storage assets including a 54 mb/d crude gathering system, a 145 mb/ crude pipeline system, over 125 crude oil transports, associated storage facilities, and 6+ mm barrels of owned/leased crude oil storage capacity. End customers include retailers, railroads, and farm cooperatives, with long-standing customers generally paying spot prices.

Given that both of CVRR’s refineries generally run at peak capacity (>93%), the most significant driver of profitability is crack spreads. Operating profits increased sharply in 2011 as crack spreads widened through early 2013 due to the spot price differential between Brent and WTI (i.e. CVRR buys WTI but the market prices refined products based on Brent). Elevated crack spreads during 2011-13 were driven by relatively depressed crude oil prices combined with structurally short markets. Performance and margins compressed subsequently as crack spreads compressed in 2013 and 2014. The discount between WTI and Brent are expected to remain wide through 2014/2015.

18 • First Principles Capital Management, LLC IEP • Credit Profile

Data Annex 5

Crack Spreads (Brent/WTI price differential) trends 2007 – 2013

Source: Bloomberg Strengths & Opportunities

• Strategically located refining assets in the Mid-Continent region. Due to its proximity to producing areas and existing logistic infrastructure, CVRR has been able to source crude oils at a discount to WTI. CVRR markets its products in a supply-constrained product market with transportation and crude cost advantage.

• Ability to directly receive all crude supplies via pipeline connection.

• Growing gathering system and logistic assets, which accentuates favorable crack spreads.

• The intensive nature of the refining process requires facilities to undergo major inspection and refurbishing every four to five years, which CVRR completed in 2012.

Weaknesses

• The GP’s majority shareholder has limited oil and gas experience. The GP of CVRR is CVR Energy Inc., which is 82% owned by IEP and 18% by public shareholders.

• Poor operating record at the Wynnewood refinery; growing environmental capex.

19 • First Principles Capital Management, LLC IEP • Credit Profile Data Annex 6

Federal Mogul (B/B2, 30% of total EBITDA attributable to IEP)

IEP owns ~78% of FDML’s outstanding common stock. IEP initially bought a stake in the company in 2008, which then increased over time.

FDML operates two business segments, Powertrain (OEM, 64% of revenue) and Vehicle Component Systems (aftermarket, 36% of revenue). The company completed a $500 million rights offering in July 2013, and completed a $2.6 billion refinancing of maturing debt in April 2014, strengthening the liquidity and financial profile of the company. Subsequently, S&P upgraded FDML’s rating from Negative to Stable at B (note: rating agencies include $1 billion of pension liabilities in total debt, resulting in leverage of 6.0x).

2012 results have been impacted by a drop in European light and commercial vehicles (45% of revenue exposure to Europe). With the reliability of vehicles continuing to improve, the aftermarket has been experiencing softness. However, the aftermarket benefits from a growing number of vehicles on the road globally in Europe and Asia. The company is in the midst of a multi-year restructuring process to cut costs and find revenue synergies.

2011 2012 2013 LTM 3/14 Revenue 6,910 6,665 6,855 6,935 % Total Growth -3.5% 2.9% 1.2% EBITDA 702 509 593 616 EBITDA growth -27.5% 16.5% 3.9% EBITDA margin 10.2% 7.6% 8.7% 8.9% Net Income -86 -111 104 124 Total Debt 2,829 2,827 2,599 2,674 Cash 953 467 761 652 RCL availability 512 Total Liquidity 1,164 Net Debt 1,876 2,360 1,838 2,022 Total Leverage 4.0x 5.6x 4.4x 4.3x Net Leverage 2.7x 4.6x 3.1x 3.3x Interest Coverage 5.5x 3.9x 6.0x 6.7x Source: Company Reports

20 • First Principles Capital Management, LLC IEP • Credit Profile Data Annex 7

Management Team

IEP’s management team consists of 20 people with diverse backgrounds in equity, distressed debt and credit. Years of Years at Name Title Industry Icahn Experience Keith Cozza President & CEO, Icahn Enterprises LP 10 13 SungHwan Cho CFO, IEP 8 16 Vincent J Intrieri Sr Managing Director, Icahn Capital 16 30 Samuel Merksamer Managing Director, Icahn Capital 6 11 Brett Icahn Portfolio Manager, Sargon Portfolio 11 11 David Schechter Portfolio Manager, Sargon Portfolio 10 17 Jonathan Christodoro Managing Director, Icahn Capital 2 13

21 • First Principles Capital Management, LLC IEP • Credit Profile Disclosure Additional information is available upon request. Information has been obtained from sources believed to be reliable but First Principles Capital Management, LLC or its affiliates (collectively “FPCM”) do not warrant its completeness or accuracy except with respect to any disclosures relative to FPCM and the analyst's involvement with the company that is the subject of the research. All pricing is as of the close of market for the securities discussed, unless otherwise stated. Opinions and estimates constitute our judgment as of the date of this material and are subject to change without notice. Past performance is not indicative of future results. This material is not intended as an offer or solicitation for the purchase or sale of any financial instrument. The opinions and recommendations herein do not take into account individual client circumstances, objectives, or needs and are not intended as recommendations of particular securities, financial instruments or strategies to particular clients. The recipient of this report must make its own independent decisions regarding any securities or financial instruments mentioned herein. Periodic updates may be provided on companies/industries based on company specific developments or announcements, market conditions or any other publicly available information. Copyright FPCM 2014

22 • First Principles Capital Management, LLC IEP • Credit Profile