CVI

SEC source: 0001376139-18-000083 · wf-form4_154517318949163.xml · derivative · entry 1

LAMP DAVID L · CIK 0001275536 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,652

Underlying: Common Stock · 39,652 shares

Expires not disclosed

F1 · security: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.exercise_price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F2 · price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F1 · derivative.exercise_date: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.expiration_date: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

SEC source: 0001376139-18-000082 · wf-form4_154517289982607.xml · derivative · entry 1

Buhrig Melissa M · CIK 0001607248 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,861

Underlying: Common Stock · 15,861 shares

Expires not disclosed

F1 · security: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.exercise_price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F2 · price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F1 · derivative.exercise_date: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.expiration_date: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

SEC source: 0001376139-18-000080 · wf-form4_154517204984277.xml · derivative · entry 1

Jackson Tracy Dawn · CIK 0001512565 · EVP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,779

Underlying: Common Stock · 13,779 shares

Expires not disclosed

F1 · security: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.exercise_price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F2 · price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F1 · derivative.exercise_date: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.expiration_date: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

SEC source: 0001376139-18-000081 · wf-form4_154517230880245.xml · derivative · entry 1

Bley Matthew W. · CIK 0001738808 · CAO and Corp. Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,362

Underlying: Common Stock · 4,362 shares

Expires not disclosed

F1 · security: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.exercise_price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F2 · price: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

F1 · derivative.exercise_date: The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2018. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

F2 · derivative.expiration_date: Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common stock of CVR Energy, Inc. for the 10 trading days preceding the vesting date. The Incentive Units expire immediately following their vesting.

SEC source: 0001376139-17-000067 · wf-form4_151252592961210.xml · derivative · entry 1

LAMP DAVID L · CIK 0001275536 · CEO and President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: The Performance Unit reported herein represent the right to receive upon vesting, a cash payment equal to $10,000,000 if the average closing price of CVR Energy, Inc.'s common stock over the 30-day period from January 4, 2022 to February 15, 2022 is equal or greater than $60 per share.

F1 · shares: The Performance Unit reported herein represent the right to receive upon vesting, a cash payment equal to $10,000,000 if the average closing price of CVR Energy, Inc.'s common stock over the 30-day period from January 4, 2022 to February 15, 2022 is equal or greater than $60 per share.

F1 · derivative.exercise_date: The Performance Unit reported herein represent the right to receive upon vesting, a cash payment equal to $10,000,000 if the average closing price of CVR Energy, Inc.'s common stock over the 30-day period from January 4, 2022 to February 15, 2022 is equal or greater than $60 per share.

F1 · derivative.expiration_date: The Performance Unit reported herein represent the right to receive upon vesting, a cash payment equal to $10,000,000 if the average closing price of CVR Energy, Inc.'s common stock over the 30-day period from January 4, 2022 to February 15, 2022 is equal or greater than $60 per share.

F1 · derivative.underlying_shares: The Performance Unit reported herein represent the right to receive upon vesting, a cash payment equal to $10,000,000 if the average closing price of CVR Energy, Inc.'s common stock over the 30-day period from January 4, 2022 to February 15, 2022 is equal or greater than $60 per share.

F1 · valueOwnedAfter: The Performance Unit reported herein represent the right to receive upon vesting, a cash payment equal to $10,000,000 if the average closing price of CVR Energy, Inc.'s common stock over the 30-day period from January 4, 2022 to February 15, 2022 is equal or greater than $60 per share.

SEC source: 0001104659-12-040807 · a4.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 71,198,718

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-027220 · doc1.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 70,198,718

F2 · balance_after: This amount has been adjusted to reflect the fact that 639,257 Shares that were previously reported as being beneficially owned as of May 21, 2012 failed to be delivered.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-027220 · doc1.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 70,145,718

F2 · balance_after: This amount has been adjusted to reflect the fact that 639,257 Shares that were previously reported as being beneficially owned as of May 21, 2012 failed to be delivered.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001104659-12-038586 · a4.xml · nonDerivative · entry 3

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 70,184,975

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires at 11:59 p.m. (New York City time) on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires at 11:59 p.m. (New York City time) on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001104659-12-038586 · a4.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 64,127,787

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires at 11:59 p.m. (New York City time) on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires at 11:59 p.m. (New York City time) on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001104659-12-038586 · a4.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 63,113,064

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires at 11:59 p.m. (New York City time) on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires at 11:59 p.m. (New York City time) on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-025600 · doc1.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 61,918,320

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-025600 · doc1.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 61,649,068

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-024511 · doc1.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 60,756,788

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-024511 · doc1.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 60,727,753

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-023333 · doc1.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 60,696,544

F2 · shares: These Shares were acquired pursuant to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-005951 · doc1.xml · derivative · entry 5

ICAHN CARL C · CIK 0000921669 · 10% owner · please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner · please see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner · please see all footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see all footnotes

Disclosed balance after: 0

Underlying: Cash settled · 1,934,877 shares

Expires 2012-04-11

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 2,516,845 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,928,395 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,089,286 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,423,232 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 626,469 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owned 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owned 2,725,634 Call Options, Icahn Master directly beneficially owned 2,837,830 Call Options, Icahn Master II directly beneficially owned 999,850 Call Options, and Icahn Master III directly beneficially owned 440,117 Call Options. On February 6, 2012, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 1,750,857 Shares, 2,725,634 Shares, 2,837,830 Shares, 999,850 Shares, and 440,117 Shares, respectively.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options. On February 6, 2012, upon exercise of the Call Options, all of the Put Options terminated in accordance with their terms.

F8 · ownership.nature: The exercise price upon exercise of 6,819,411 of the Call Options was $12.00 and the average premium paid for such Call Options was $8.39. The exercise price upon exercise of 1,934,877 of the Call Options was $14.00 and the average premium paid for such Call Options was $8.09.

SEC source: 0001140361-12-005951 · doc1.xml · derivative · entry 4

ICAHN CARL C · CIK 0000921669 · 10% owner · please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner · please see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner · please see all footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see all footnotes

Disclosed balance after: 0

Underlying: Shares · 1,934,877 shares

Expires 2012-04-11

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 2,516,845 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,928,395 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,089,286 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,423,232 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 626,469 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owned 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owned 2,725,634 Call Options, Icahn Master directly beneficially owned 2,837,830 Call Options, Icahn Master II directly beneficially owned 999,850 Call Options, and Icahn Master III directly beneficially owned 440,117 Call Options. On February 6, 2012, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 1,750,857 Shares, 2,725,634 Shares, 2,837,830 Shares, 999,850 Shares, and 440,117 Shares, respectively.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options. On February 6, 2012, upon exercise of the Call Options, all of the Put Options terminated in accordance with their terms.

F8 · ownership.nature: The exercise price upon exercise of 6,819,411 of the Call Options was $12.00 and the average premium paid for such Call Options was $8.39. The exercise price upon exercise of 1,934,877 of the Call Options was $14.00 and the average premium paid for such Call Options was $8.09.

SEC source: 0001140361-12-005951 · doc1.xml · derivative · entry 3

ICAHN CARL C · CIK 0000921669 · 10% owner · please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner · please see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner · please see all footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see all footnotes

Disclosed balance after: 1,934,877

Underlying: Cash settled · 6,819,411 shares

Expires 2013-12-12

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 2,516,845 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,928,395 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,089,286 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,423,232 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 626,469 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owned 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owned 2,725,634 Call Options, Icahn Master directly beneficially owned 2,837,830 Call Options, Icahn Master II directly beneficially owned 999,850 Call Options, and Icahn Master III directly beneficially owned 440,117 Call Options. On February 6, 2012, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 1,750,857 Shares, 2,725,634 Shares, 2,837,830 Shares, 999,850 Shares, and 440,117 Shares, respectively.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options. On February 6, 2012, upon exercise of the Call Options, all of the Put Options terminated in accordance with their terms.

F8 · ownership.nature: The exercise price upon exercise of 6,819,411 of the Call Options was $12.00 and the average premium paid for such Call Options was $8.39. The exercise price upon exercise of 1,934,877 of the Call Options was $14.00 and the average premium paid for such Call Options was $8.09.

SEC source: 0001140361-12-005951 · doc1.xml · derivative · entry 2

ICAHN CARL C · CIK 0000921669 · 10% owner · please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner · please see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner · please see all footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see all footnotes

Disclosed balance after: 1,934,877

Underlying: Shares · 6,819,411 shares

Expires 2013-12-12

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 2,516,845 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,928,395 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,089,286 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,423,232 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 626,469 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owned 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owned 2,725,634 Call Options, Icahn Master directly beneficially owned 2,837,830 Call Options, Icahn Master II directly beneficially owned 999,850 Call Options, and Icahn Master III directly beneficially owned 440,117 Call Options. On February 6, 2012, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 1,750,857 Shares, 2,725,634 Shares, 2,837,830 Shares, 999,850 Shares, and 440,117 Shares, respectively.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options. On February 6, 2012, upon exercise of the Call Options, all of the Put Options terminated in accordance with their terms.

F8 · ownership.nature: The exercise price upon exercise of 6,819,411 of the Call Options was $12.00 and the average premium paid for such Call Options was $8.39. The exercise price upon exercise of 1,934,877 of the Call Options was $14.00 and the average premium paid for such Call Options was $8.09.

SEC source: 0001140361-12-005951 · doc1.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · 10% owner · please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner · please see all footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner · please see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner · please see all footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see all footnotes

Disclosed balance after: 12,584,227

F8 · price: The exercise price upon exercise of 6,819,411 of the Call Options was $12.00 and the average premium paid for such Call Options was $8.39. The exercise price upon exercise of 1,934,877 of the Call Options was $14.00 and the average premium paid for such Call Options was $8.09.

SEC source: 0001140361-12-002314 · doc1.xml · derivative · entry 6

ICAHN CARL C · CIK 0000921669 · 10% owner · Please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see all footnotes

Disclosed balance after: 8,754,288

Underlying: See footnote · 1,834,877 shares

Expires 2012-04-11

F8 · derivative.underlying: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owns 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,725,634 Call Options, Icahn Master directly beneficially owns 2,837,830 Call Options, Icahn Master II directly beneficially owns 999,850 Call Options, and Icahn Master III directly beneficially owns 440,117 Call Options.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options.

F8 · ownership.nature: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F9 · ownership.nature: The Put Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide that they settle in cash.

SEC source: 0001140361-12-002314 · doc1.xml · derivative · entry 5

ICAHN CARL C · CIK 0000921669 · 10% owner · Please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see all footnotes

Disclosed balance after: 8,754,288

Underlying: Shares · 1,834,877 shares

Expires 2012-04-11

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owns 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,725,634 Call Options, Icahn Master directly beneficially owns 2,837,830 Call Options, Icahn Master II directly beneficially owns 999,850 Call Options, and Icahn Master III directly beneficially owns 440,117 Call Options.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options.

F8 · ownership.nature: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F9 · ownership.nature: The Put Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide that they settle in cash.

SEC source: 0001140361-12-002314 · doc1.xml · derivative · entry 4

ICAHN CARL C · CIK 0000921669 · 10% owner · Please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see all footnotes

Disclosed balance after: 6,919,411

Underlying: See footnote · 100,000 shares

Expires 2012-04-11

F8 · derivative.underlying: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owns 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,725,634 Call Options, Icahn Master directly beneficially owns 2,837,830 Call Options, Icahn Master II directly beneficially owns 999,850 Call Options, and Icahn Master III directly beneficially owns 440,117 Call Options.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options.

F8 · ownership.nature: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F9 · ownership.nature: The Put Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide that they settle in cash.

SEC source: 0001140361-12-002314 · doc1.xml · derivative · entry 3

ICAHN CARL C · CIK 0000921669 · 10% owner · Please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see all footnotes

Disclosed balance after: 6,919,411

Underlying: Shares · 100,000 shares

Expires 2012-04-11

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owns 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,725,634 Call Options, Icahn Master directly beneficially owns 2,837,830 Call Options, Icahn Master II directly beneficially owns 999,850 Call Options, and Icahn Master III directly beneficially owns 440,117 Call Options.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options.

F8 · ownership.nature: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F9 · ownership.nature: The Put Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide that they settle in cash.

SEC source: 0001140361-12-002314 · doc1.xml · derivative · entry 2

ICAHN CARL C · CIK 0000921669 · 10% owner · Please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see all footnotes

Disclosed balance after: 6,819,411

Underlying: See footnote · 1,000,000 shares

Expires 2013-12-12

F8 · derivative.underlying: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owns 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,725,634 Call Options, Icahn Master directly beneficially owns 2,837,830 Call Options, Icahn Master II directly beneficially owns 999,850 Call Options, and Icahn Master III directly beneficially owns 440,117 Call Options.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options.

F8 · ownership.nature: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F9 · ownership.nature: The Put Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide that they settle in cash.

SEC source: 0001140361-12-002314 · doc1.xml · derivative · entry 1

ICAHN CARL C · CIK 0000921669 · 10% owner · Please see all footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · 10% owner

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see all footnotes

Disclosed balance after: 6,819,411

Underlying: Shares · 1,000,000 shares

Expires 2013-12-12

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 Shares.

F2 · ownership.nature: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3 · ownership.nature: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: High River directly beneficially owns 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,725,634 Call Options, Icahn Master directly beneficially owns 2,837,830 Call Options, Icahn Master II directly beneficially owns 999,850 Call Options, and Icahn Master III directly beneficially owns 440,117 Call Options.

F7 · ownership.nature: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options.

F8 · ownership.nature: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F9 · ownership.nature: The Put Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide that they settle in cash.

SEC source: 0001209191-11-008567 · c12079_4x0.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GSCP V OFFSHORE ADVISORS, L.L.C. · CIK 0001359610 · 10% owner

GSCP V ADVISORS, L.L.C. · CIK 0001359609 · 10% owner

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. · CIK 0001359612 · 10% owner

GS CAPITAL PARTNERS V GMBH & CO. KG · CIK 0001359670 · 10% owner

GS CAPITAL PARTNERS V FUND, L.P. · CIK 0001359613 · 10% owner

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. · CIK 0001322225 · 10% owner

GS ADVISORS V, L.L.C. · CIK 0001359614 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,353

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V Institutional, L.P. ("GS Institutional"), GS Capital Partners V GmbH & Co. KG ("GS Germany", and together with GS Capital, GS Offshore and GS Institutional, the "Funds") (continued in footnote 2)

F2 · ownership.nature: GSCP V Advisors, L.L.C. ("GSCP Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH") and Coffeyville Acquisition II LLC ("CA II", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, the Funds, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: Pursuant to an underwriting agreement, dated February 2, 2011, and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock") of CVR Energy, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on February 4, 2011, which offering was consummated on February 8, 2011, CA II sold 15,113,254 shares of Common Stock, which represented all of the Common Stock that CAII owned.

F4 · ownership.nature: The Funds are members of CA II and own common units of CA II. The Funds' common units corresponded to 14,965,434 shares of Common Stock. The common units of CA II that corresponded to the balance of the Common Stock owned by CA II are held by certain officers and directors of the Company. CAII no longer owns any Common Stock of the Company.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 8,353 shares of Common Stock. CAII and the Funds do not beneficially own directly or indirectly any shares of Common Stock. Goldman Sachs and GS Group may be deemed to have beneficially owned indirectly, through certain investment partnerships that are members of and own common units of CA II, the shares of Common Stock that were sold by CA II because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control CA II and had the power to vote and dispose of the Common Stock owned by CA II.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000769993-11-000033 · cvi420110112gsg_ex.xml · nonDerivative · entry 6

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 15,121,607

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock"), of CVR Energy, Inc. (the "Company") reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 8,353 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 15,113,254 shares of Common Stock that are beneficially owned directly by Coffeyville Acquisition II LLC ("CA II") through certain investment partnerships that are members of and own common units of CA II because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control CA II and have the power to vote or dispose of the Common Stock owned by CA II.

SEC source: 0000769993-11-000033 · cvi420110112gsg_ex.xml · nonDerivative · entry 5

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 15,119,074

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock"), of CVR Energy, Inc. (the "Company") reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 8,353 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 15,113,254 shares of Common Stock that are beneficially owned directly by Coffeyville Acquisition II LLC ("CA II") through certain investment partnerships that are members of and own common units of CA II because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control CA II and have the power to vote or dispose of the Common Stock owned by CA II.

SEC source: 0000769993-11-000033 · cvi420110112gsg_ex.xml · nonDerivative · entry 4

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 15,115,454

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock"), of CVR Energy, Inc. (the "Company") reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 8,353 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 15,113,254 shares of Common Stock that are beneficially owned directly by Coffeyville Acquisition II LLC ("CA II") through certain investment partnerships that are members of and own common units of CA II because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control CA II and have the power to vote or dispose of the Common Stock owned by CA II.

SEC source: 0000769993-11-000033 · cvi420110112gsg_ex.xml · nonDerivative · entry 3

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 15,114,254

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock"), of CVR Energy, Inc. (the "Company") reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 8,353 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 15,113,254 shares of Common Stock that are beneficially owned directly by Coffeyville Acquisition II LLC ("CA II") through certain investment partnerships that are members of and own common units of CA II because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control CA II and have the power to vote or dispose of the Common Stock owned by CA II.

SEC source: 0000769993-11-000033 · cvi420110112gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 15,113,854

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock"), of CVR Energy, Inc. (the "Company") reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 8,353 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 15,113,254 shares of Common Stock that are beneficially owned directly by Coffeyville Acquisition II LLC ("CA II") through certain investment partnerships that are members of and own common units of CA II because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control CA II and have the power to vote or dispose of the Common Stock owned by CA II.

SEC source: 0000769993-11-000033 · cvi420110112gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 15,113,654

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock"), of CVR Energy, Inc. (the "Company") reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 8,353 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 15,113,254 shares of Common Stock that are beneficially owned directly by Coffeyville Acquisition II LLC ("CA II") through certain investment partnerships that are members of and own common units of CA II because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control CA II and have the power to vote or dispose of the Common Stock owned by CA II.

SEC source: 0001209191-10-057201 · c09072_4x0.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GSCP V OFFSHORE ADVISORS, L.L.C. · CIK 0001359610 · 10% owner

GSCP V ADVISORS, L.L.C. · CIK 0001359609 · 10% owner

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. · CIK 0001359612 · 10% owner

GS CAPITAL PARTNERS V GMBH & CO. KG · CIK 0001359670 · 10% owner

GS CAPITAL PARTNERS V FUND, L.P. · CIK 0001359613 · 10% owner

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. · CIK 0001322225 · 10% owner

GS ADVISORS V, L.L.C. · CIK 0001359614 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 15,113,454

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V Institutional, L.P. ("GS Institutional"), GS Capital Partners V GmbH & Co. KG ("GS Germany", and together with GS Capital, GS Offshore and GS Institutional, the "Funds") (continued in footnote 2)

F2 · ownership.nature: GSCP V Advisors, L.L.C. ("GSCP Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH") and Coffeyville Acquisition II LLC ("CA II", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, the Funds, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: Pursuant to an underwriting agreement, dated November 18, 2010, and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock") of CVR Energy, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on November 22, 2010, which offering was consummated on November 24, 2010, CA II sold 8,943,842 shares of Common Stock.

F4 · ownership.nature: Of the shares of Common Stock reported herein, 15,113,254 shares of Common Stock are beneficially owned directly by CA II. The Funds are members of CA II and own common units of CA II. At this time, the Funds' common units correspond to 14,965,434 shares of Common Stock. The common units of CA II that correspond to the balance of the Common Stock owned by CA II are held by certain officers and directors of the Company.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, all of the Common Stock owned directly by CA II through the Funds because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of the Funds and (ii) the Funds control CA II and have the power to vote or dispose of the Common Stock owned by CA II. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the Funds.

F6 · ownership.nature: GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 7,880,200 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II. GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 4,070,583 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II. GS Institutional, and its general partner GS Advisors, may be deemed to beneficially own indirectly 2,702,229 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II. GS Germany, and its general partner GS GmbH, may be deemed to beneficially own indirectly 312,422 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II.

F7 · ownership.nature: The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001140361-12-025600 · doc1.xml · nonDerivative · entry 3

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 62,757,067

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0001140361-12-024511 · doc1.xml · nonDerivative · entry 3

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnote 1

Disclosed balance after: 61,054,755

F2 · shares: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F2 · price: These Shares were acquired pursuant to the subsequent offering period relating to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The subsequent offering period expires on May 18, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.

F1 · ownership.nature: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

SEC source: 0000769993-09-001014 · cvi420091112gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS V FUND, L.P. · CIK 0001359613 · 10% owner

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. · CIK 0001359612 · 10% owner

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. · CIK 0001322225 · 10% owner

GS CAPITAL PARTNERS V GMBH & CO. KG · CIK 0001359670 · 10% owner

GSCP V ADVISORS, L.L.C. · CIK 0001359609 · 10% owner

GSCP V OFFSHORE ADVISORS, L.L.C. · CIK 0001359610 · 10% owner

GS ADVISORS V, L.L.C. · CIK 0001359614 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 24,057,296

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V Institutional, L.P. ("GS Institutional"), GS Capital Partners V GmbH & Co. KG ("GS Germany", and together with GS Capital, GS Offshore and GS Institutional, the "Funds") (continued in footnote 2),

F2 · ownership.nature: GSCP V Advisors, L.L.C. ("GSCP Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH") and Coffeyville Acquisition II LLC ("CA II", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, the Funds, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: Pursuant to an underwriting agreement, dated November 5, 2009 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock") of CVR Energy, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on November 9, 2009, which offering was consummated on November 12, 2009, CA II sold 7,376,264 shares of Common Stock.

F4 · ownership.nature: Of the shares of Common Stock reported herein, 24,057,096 shares of Common Stock are beneficially owned directly by CA II. The Funds are members of CA II and own common units of CA II. At this time, the Funds' common units correspond to 23,821,799 shares of Common Stock. The common units of CA II that correspond to the balance of the Common Stock owned by CA II are held by certain officers and directors of the Company.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, all of the Common Stock owned directly by CA II through the Funds because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member of the Funds and (ii) the Funds control CA II and have the power to vote or dispose of the Common Stock owned by CA II. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the Funds.

F6 · ownership.nature: GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 12,543,608 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II. GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 6,479,505 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II. GS Institutional, and its general partner GS Advisors, may be deemed to beneficially own indirectly 4,301,376 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II. GS Germany, and its general partner GS GmbH, may be deemed to beneficially own indirectly 497,310 shares of Common Stock by reason of the direct beneficial ownership of such shares by CA II.

F7 · ownership.nature: The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000769993-08-000753 · cvi420080801gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 31,433,560

F4 · balance_after: Reflects changes due to exempt transactions.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and together with GS Group, the "Reporting Persons"). The securities reported herein as indirectly sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to CVR Energy, Inc. (the "Company"). Goldman Sachs is a wholly-owned subsidiary of GS Group.

F2 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of the Company's common stock, par value $0.01 per share (the "Common Stock").

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 31,433,360 shares of Common Stock owned directly by Coffeyville Acquisition II LLC through certain investment partnerships that are members of and own common units of Coffeyville Acquisition II LLC because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control Coffeyville Acquisition II LLC and have the power to vote or dispose of the Common Stock owned by Coffeyville Acquisition II LLC. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-07-001011 · cvi420071025gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 31,433,360

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and together with GS Group, the "Reporting Persons"). The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

F2 · ownership.nature: The 31,433,360 shares of CVR Energy, Inc. common stock, par value $0.01 per share ("Common Stock") reported herein are beneficially owned directly by Coffeyville Acquisition II LLC. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, the Common Stock owned by Coffeyville Acquisition II LLC through certain investment partnerships that are members of and own common units of Coffeyville Acquisition II LLC because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control Coffeyville Acquisition II LLC and have the power to vote or dispose of the Common Stock owned by Coffeyville Acquisition II LLC.

SEC source: 0000769993-07-001011 · cvi420071025gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 31,433,460

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and together with GS Group, the "Reporting Persons"). The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

F2 · ownership.nature: The 31,433,360 shares of CVR Energy, Inc. common stock, par value $0.01 per share ("Common Stock") reported herein are beneficially owned directly by Coffeyville Acquisition II LLC. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, the Common Stock owned by Coffeyville Acquisition II LLC through certain investment partnerships that are members of and own common units of Coffeyville Acquisition II LLC because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of those investment partnerships and (ii) those investment partnerships control Coffeyville Acquisition II LLC and have the power to vote or dispose of the Common Stock owned by Coffeyville Acquisition II LLC.