Icahn Enterprises L.P.

Good morning. The Private Securities Litigation Reform Act of 1995 provides a Safe Harbor for forward-looking statements we make in this presentation, including statements regarding our future performance and plans for our businesses and potential acquisitions.

These forward-looking statements involve risks and uncertainties that are discussed in our filings with the Securities and Exchange Commission, including economic, competitive, legal and other factors. Accordingly, there is no assurance that our expectations will be realized.

We assume no obligation to update or revise any forward-looking statement should circumstances change, except as otherwise required by law. This presentation also includes certain non-GAAP financial measures.

And now I would turn the program over to our President, Dan Ninivaggi.

Thanks, Felicia. Good morning, and welcome to the third quarter 2012 Icahn Enterprises earnings conference call.

Joining me on today’s call are Sung Hwan Cho, our Chief Financial Officer; and Peter Reck, our Chief Accounting Officer.

I'd like to begin by providing some key highlights for the third quarter. Sung will then provide a more in-depth review of our financial results and the performance of our business segments.

We'll then be available to address your questions.

Icahn Enterprises net income for the third quarter was $85 million or $0.76 per depository unit compared to a net loss of $39 million or $0.44 per unit in the prior year.

While our investment funds return was negative 1.2% for the quarter primarily due to defensive short positions, our most recent acquisition of CVR Energy was the key driver to earnings in the period.

Our Energy segment reported record quarterly earnings as CVR continues to benefit from historically high crack spreads. In addition, CVR successfully raised $500 million of debt to refinance existing debt and filed an IPO registration statement for its refining business, which will be structured as a variable distribution master limited partnership.

As previously discussed, Federal-Mogul continues to make progress on the separation of its business units and began operating its 2 customer-focused business segments in the third quarter. Federal-Mogul's Powertrain segment focuses primarily on engine components for light and commercial vehicles, as well as industrial applications.

Key components include pistons, piston rings, liners, valve seats and guides, bearings, spark plugs, ceiling systems and system protection components. The vehicle component solutions or VCS segment of Federal-Mogul manufactures, sells and distributes a broad portfolio of products, primarily in the auto aftermarket, including break pads, chassis parts, wipers and other vehicle components.

Federal-Mogul had third quarter sales of $1.6 billion, representing a 2% decline on a constant-dollar basis. The powertrain business was greatly impacted by the slowdown in Europe, where the Powertrain segment generates approximately half of its sales.

Production cuts from all European manufacturers and an unfavorable mix change to lower content gasoline engines impacted both sales and margins. The European outlook continues to be challenging into the first half of 2013.

The VCS segment has stabilized, with total revenue up 1% on a constant-dollar basis. North American revenue increased by 4%, offsetting a 4% decline in Europe.

Federal-Mogul continues to work on restructuring its manufacturing base with transition of production to low-cost countries, as well as improvements in sales and marketing.

In our Railcar segment, we generated our third consecutive quarter of record operating earnings on strong railcar shipments and favorable mix. Industry backlog remains robust at over 60,000 railcars, with 87% of the backlog in tank and hopper cars, ARI's 2 main car types.

ARI's backlog grew to more than 7,600 railcars at the end of the third quarter, the highest level since 2008, and extends into 2014 for tank cars. Tank car demand continues to be driven by the energy sector.

In our Gaming segment, we continue to generate solid cash flow despite increased competition in certain markets. As most people are aware, Atlantic City was severely impacted by tropical storm Sandy.

All casinos were closed the Sunday before the storm and remained closed for several days thereafter. Tropicana Atlantic City sustained minimal damage and is now reopened.

We're expecting -- we're still assessing the financial impact of the storm but do not expect it to be material to IEP.

In terms of our balance sheet, we were successful in raising $300 million of new capital in the third quarter at the holding company at an attractive yield. At quarter end we had cash and cash equivalents at the holding company, as well as investments in the investment funds of approximately $3.3 billion in the aggregate.

With that, I will turn it over to Sung.

Thanks, Dan. I will begin by briefly reviewing our consolidated results for the third quarter and then highlight the performance of our operating segments and comment on our balance sheet.

Net income attributable to Icahn Enterprises for Q3 2012 was $85 million or $0.76 per depository unit compared to a loss of $39 million in the prior year or $0.44 loss per depository unit.

We ended the quarter with consolidated cash and cash equivalents of approximately $3.1 billion and our direct investment in the investment funds of $2.3 billion. To date in 2012, we have successfully completed a rights offering and 3 bid offerings, which collectively have raised approximately $1.5 billion in cash.

That leaves us sufficient capital to handle near-term maturities and, at the same time, look for attractive investment opportunities.

Our Board of Directors approved a quarterly distribution of $0.35 per depository unit payable on November 30, 2012. This $0.35 distribution will consist of $0.10 payable in cash and $0.25 payable in depository units.

I will now provide more detail regarding the performance of our individual segments. Our Investment segment had a loss attributable to Icahn Enterprises of $27 million in Q3 2012 compared to a loss of $15 million in the prior year period.

The investment funds had a loss of 1.2% for the quarter, bringing us to a 5% gain year-to-date.

As of September 30, 2012, our net equity exposure was negative 90.2%, down from negative 28.7% at the end of Q2. Our long equity exposure had a 5.9% return for the quarter, while our short equity exposure had a loss of 6.9%.

Our net credit exposure at the end of Q3 was approximately 9.7% and generated a return of 0.8%.

As of September 30, 2012, our Investment segment had approximately $5.8 billion of assets under management, of which IEP's interest was approximately $2.3 billion. In Q3, a subsidiary of IEP invested an additional $300 million into the investment funds.

Now turning to Federal-Mogul. Net sales for Q3 were $1.6 billion, down 2% on a constant-dollar basis versus Q3 2011.

And as Dan mentioned earlier, weak economic conditions in Europe are reducing demand, hurting both Powertrain and VCS sales. Federal-Mogul's Powertrain sales were $1 billion, down 4% in constant dollars, with Europe revenue falling by 8% as a result of reduced light and commercial vehicle production.

During the quarter, Federal-Mogul closed on the acquisition of the BERU spark plug business from BorgWarner. The acquired business will add approximately $80 million of annual sales to the Powertrain segment and increase Federal-Mogul's annual spark plug production capacity to more than 350 million spark plugs per year.

VCS sales were $725 million, up 1% on a constant-dollar basis versus Q3 2011. North American revenue increased by 4%, offsetting a 4% decline in Europe.

EBITDA in Q3 2012 was $101 million or 6.3% of sales compared to $161 million or 9.3% of sales in Q3 2011. EBITDA was negatively impacted by lower European volumes, unfavorable product mix and unfavorable foreign exchange rates.

And now to the Energy segment. CVR reported record net earnings in Q3 2012.

Net sales for Q3 in 2012 were $2.4 billion and adjusted EBITDA was $482 million. Profitability was driven by historically wide crack spreads and strong operational performance at both refineries.

Liquidity at our Energy segment is strong at approximately $1.4 billion, which is comprised of almost $1 billion in consolidated cash and $0.4 billion in undrawn revolvers. In October, CVR successfully raised $500 million of 6.5% debt to refinance existing debt.

As a reminder, refineries undergo regular maintenance every 4 to 5 years. Coffeyville completed its turnaround in Q4 2011 and Q1 2012.

The Wynnewood refinery will undergo its turnaround in Q4 2012. The plant will be down 50 to 55 days, and the total cost of the turnaround is expected to be around $100 million.

The fertilizer plant also completed its once-every-2-years turnaround in Q4 and, at the same time, expanded its ability to upgrade ammonia to UAN. The UAN expansion remains on target to be completed by the start of 2013.

The outlook for nitrogen fertilizer demand remains attractive due to this year's drought conditions and increases in corn prices.

Now turning to Gaming. Q3 2012 net revenues were down $4 million or 2% from the prior year, primarily due to a drop in casino revenues.

The decrease in casino revenues in Q3 2012 was due to lower table gaming volumes and lower slot volumes at all properties except Atlantic City.

Revenues from table games were particularly impacted by high-end table game play in Atlantic City, where we had lower volumes in 2013 as well as a return to more normal hold rates.

Q3 EBITDA of $30 million was $3 million below the prior year period primarily due to the decrease in table game volumes and table game hold percentage that I mentioned earlier. Despite increased competition in certain markets, we were able to minimize the impact to our financial results.

Now to the Railcar segment. In Q3 2012, IEP purchased railcars from ARI through a newly formed subsidiary, and our Railcar segment now includes the results from our ownership in ARI, as well as the results from the railcar lease fleet of IEP.

ARI shipments for Q3 2012 were 1,460 railcars as compared to 1,340 railcars for the prior year. 310 of the Q3 2012 shipments were to ARI's leasing customers and 126 railcars were to the IEP lease fleet.

In Q3 2011, 90 railcars were to the ARI leasing customers. ARI's backlog as of September 30 was 7,630 railcars, including 1,980 rail cars for ARI's lease customers and 1,580 railcars for the IEP lease fleet.

Industry demand remains particularly strong for tank cars, with demand driven by the energy sector, and production slots at all major manufacturers of tank cars are full through early 2014. Covered hopper production slots are less tight right now with production available in 2013.

Manufacturing segment revenues before eliminations were $185 million for Q3 2012, which was 58% above Q3 '11. The primary reasons for their increase were higher railcar shipments, driven by strong customer demand, improved pricing and a shift in sales mix to higher-margin tank railcars.

Manufacturing segment revenues for Q3 2012 included revenues of $54 million relating to railcars built for the ARI and IEP lease fleets compared to $9 million in Q3 2011.

Adjusted EBITDA, which excludes stock-based compensation, was a quarterly record of $35 million for Q3 2012, almost triple the $12 million for Q3 '11. Revenues and profit on cars put into the lease fleet are eliminated in consolidation, and the costs associated with those railcars are recognized on the balance sheet in PP&E.

Our Railcar segment liquidity position is strong, with $99 million of cash and cash equivalents as of September 30, 2012. ARI redeemed $100 million of its 7.5% senior notes during the quarter to lower interest expense while leaving sufficient liquidity to meet its operating requirements and fund its lease fleet build.

Now turning to our Food Packaging segment. Net sales for Q3 2012 decreased $1 million or 1% compared to Q3 2011.

The decrease was due to a decrease of $5 million attributable to foreign currency translation, partially offset by increases attributable to volume of $2 million and price and product mix of $2 million. Q3 adjusted EBITDA increased by $2 million compared to the last year primarily due to improved manufacturing efficiencies, partially offset by higher raw material costs and rising energy prices.

2012 has been a year of investment. Viskase's shearing plant in the Philippines is operational now and is ramping up volumes to meet Asian demand.

In addition, Viskase has invested in increase in capacity. Some of this capacity will come online in Q4, and we expect to see the benefits of the investments in the coming quarters.

Cash and cash equivalents for our Food Packaging segment were $26 million as of September 30.

And now to our Metals segment. Q3 2012 net sales decreased by $36 million or 13% as compared to the prior year.

The decrease was due to lower comparable shipment volumes and selling prices in all product lines except brokerage, offset in part by an increase in sales from acquisitions and an increase in brokerage transactions. Steel mill utilizations came down towards the end of the quarter and remained in the low 70% utilization range subsequent to quarter end.

Adjusted EBITDA declined to a loss of $3 million in Q3 2012 from positive $4 million in Q3 '11. Material margins were compressed in the quarter, with high competition for obsolete grades of scrap and low iron ore prices, putting a cap on prices for prime scrap.

In Q3, we hired a new CEO and CFO for the Metals segment and look to manage costs to match the challenging market environment.

And now to our Real Estate segment. Q3 2012 Real Estate revenues were $24 million, down slightly from the comparable prior year period.

Our net lease portfolio continues to drive earnings in this segment with its 29 properties generating strong cash flows, and our resort operations remain profitable.

Now to Home Fashion. Q3 2012 net sales decreased by $26 million compared to the prior year.

The decline in sales reflects the continued effort to reduce unprofitable programs as the company focuses on products and customers that match its manufacturing and distribution strengths. Despite the decrease in sales, adjusted EBITDA improved from a loss of $7 million in the prior year to breakeven in Q3 2012 due to improved margins as well as lower commodity costs.

Gross margins increased from 4% to 11%, and WestPoint continued to rationalize its expense structure. We believe the management team is on the right track by focusing on core customers.

WestPoint continued to build cash through Q3 as it works down its working capital and sells discontinued plants. At the end of Q3, WestPoint had $73 million of unrestricted cash compared to $63 million at the end of Q2 and $55 million at the end of 2011.

Now I will highlight our liquidity position. We continue to maintain excellent liquidity as we ended the quarter with cash, cash equivalents, liquid assets and our investment in the investment funds totaling approximately $6.4 billion.

In addition to our strong cash position, our subsidiaries have undrawn credit facilities totaling $867 million as of September 30. As Dan mentioned earlier, we raised an additional $300 million during the quarter as a tack-on to our 2018 bonds.

In summary, we continue to focus on building asset value and maintaining ample liquidity to enable us to capitalize on opportunities within and outside our existing operating segments.

Thank you. Operator, can you please open it up for questions?

With respect to Automotive on the spark plug business, $80 million of revenues, can you quantify what the EBITDA contribution will be from that?

We don't break it out by segment, but their EBITDA percentage across Powertrain and even aftermarket is about 10%, 11%. So that would be a reasonable approximation.

Okay. And then just going to AC in the Gaming business.

Can you talk a little bit or just help me recall, Dan, what was the impact from hold? I know it was good last year, normalized this year.

Can you quantify what the delta was?

In the quarter?

Yes.

In Atlantic City. I'm not sure I have that number, Andy.

I think the hold last year, though, at Atlantic City was around 20%. Normal hold is like 13% or 14%.

Those numbers could be a bit off, but the hold was kind of unnaturally high last year.

Yes, I know you guys held well. I was just trying to recall what the impact was.

And then lastly, with respect to Gaming, can you talk a little bit about Baton Rouge now? Have you seen -- can you give us any update subsequent to quarter end?

Yes, a little bit. The impact from Pinnacle was a little bit less than we expected, and Baton Rouge has been strong through the whole year.

Obviously, we're realistic about it longer term, but so far, so good. It's been manageable so far.

Okay. And then at this case, can you talk about the cash use.

What was driving a big use of cash this quarter?

Sung, do you have that?

Well, we had continued investment in our capacity expansions, and there was some cash tied up in working capital uses.

Yes. What about pensions?

There's note payments in pension.

Yes, there might have been a little pension as well.

Okay. Thanks, everybody, especially the employees on the East Coast who've been impacted by the storms, including the people at Tropicana, who, I know, have had a pretty tough time for the past week or so.

We look forward to a strong finish of the year, and thanks, and we'll talk to you early next year. Take care.