Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our Consolidated Financial Statements and the accompanying notes.

Overview
Introduction

Icahn Enterprises L.P., or 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 L.P., or Icahn Enterprises Holdings. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc., or Icahn Enterprises GP, our sole general partner, which is owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in both us and Icahn Enterprises Holdings, representing an aggregate 1.99% general partner interest in us and Icahn Enterprises Holdings. As of June 30, 2009, affiliates of Mr. Icahn owned 68,760,427 of our depositary units and 11,360,173 of our preferred units, which represented approximately 92.0% and 86.5% of our outstanding depositary units and preferred units, respectively.

We are a diversified holding company owning subsidiaries engaged in the following operating businesses: Investment Management, Automotive, Metals, Real Estate and Home Fashion. In addition to our operating businesses, we discuss the Holding Company, which includes the unconsolidated results of Icahn Enterprises and Icahn Enterprises Holdings, and investment activity and expenses associated with the activities of the Holding Company.

In accordance with United States generally accepted accounting principles, or U.S. GAAP, assets transferred between entities under common control are accounted for at historical cost similar to a pooling of interests, and the financial statements of previously separate companies for all periods under common control prior to the acquisition are restated on a consolidated basis.

Variations in the amount and timing of gains and losses on our investments can be significant. The results of our Real Estate and Home Fashion segments are seasonal while our Automotive segment is moderately seasonal.

Other Significant Events
Declaration of Distribution on Depositary Units

On July 31, 2009, the Board of Directors approved a payment of a quarterly cash distribution of $0.25 per unit on our depositary units payable in the third quarter of fiscal 2009. The distribution will be paid on August 31, 2009, to depositary unitholders of record at the close of business on August 20, 2009. Under the terms of the indenture dated April 5, 2007 governing our variable rate notes due 2013, we will also be making a $0.15 distribution to holders of these notes in accordance with the formula set forth in the indenture.

Results of Operations
Overview

The key factors affecting our financial results for the three months ended June 30, 2009, or the second quarter of fiscal 2009, and the six months ended June 30, 2009 are as follows:

• Income from continuing operations attributable to Icahn Enterprises for our Investment Management segment of $172 million and $321 million in the second quarter and first six months of fiscal 2009, respectively, due to the positive performance of the Private Funds;

• Additional investment of $250 million in the Private Funds in the first six months of fiscal 2009, bringing our cumulative investment in the Private Funds to $1.2 billion;

• Income from continuing operations attributable to Icahn Enterprises for our Automotive segment of $4 million and loss from continuing operations attributable to Icahn Enterprises for our Automotive segment of $70 million for the second quarter and first six months of fiscal 2009, respectively. Restructuring expenses before non-controlling interests were $40 million for the first six months of fiscal 2009;

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• Loss from continuing operations attributable to Icahn Enterprises for our Metals segment of $4 million and $27 million for the second quarter and first six months of fiscal 2009, respectively, including pretax impairment charges of $13 million and charges to write-down inventory to current market prices of $7 million for the first six months of fiscal 2009; and

• Loss from continuing operations attributable to Icahn Enterprises for our Home Fashion segment of $10 million and $22 million for the second quarter and first six months of fiscal 2009, respectively. Restructuring and impairment charges before non-controlling interests were $12 million for the first six months of fiscal 2009.