Hopper Investments LLC

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 7

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,250,874

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 6

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,088,893

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 5

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,936,661

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 4

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,838,893

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 3

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,226,127

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,832,593

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,757,012

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000182 · form471706_ex.xml · nonDerivative · entry 3

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 11,043,892

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000182 · form471706_ex.xml · nonDerivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,943,892

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000182 · form471706_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,922,492

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000176 · form463006_ex.xml · nonDerivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,855,092

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,421,992 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,751,250 Shares which Barberry owns, the 8,421,992 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000176 · form463006_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,844,092

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,421,992 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,751,250 Shares which Barberry owns, the 8,421,992 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000167 · form4060806_ex.xml · nonDerivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,708,472

F4 · ownership.nature: AREH directly beneficially owns 3,405,623 Shares, Barberry directly beneficially owns 900,800 Shares and High River directly beneficially owns 4,402,049 Shares. Beckton is the sole shareholder of API, which is the general partner of AREH. Barberry is the sole member of Hopper, which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F5 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,405,623 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,402,049 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,405,623 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 4,402,049 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000167 · form4060806_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,633,407

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 3,330,558 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 4,402,049 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,330,558 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,402,049 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,330,558 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 4,402,049 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000132 · form45906_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 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: 8,525,979

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 3,223,130 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 4,402,049 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,223,130 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,402,049 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,223,130 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 4,402,049 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000022 · form4cci_ex.xml · nonDerivative · entry 3

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

MODAL LLC · CIK 0001349835 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 0

F7 · ownership.nature: Starfire Holding Corporation owns Icahn Associates Corp. Icahn Associates Corp. owns 72% of the common shares of Vegas Financial Corp. Starfire Holding Corporation owns Buffalo Investor Corp. Buffalo Investor Corp. owns 99.34% of Highcrest Investors Corp. Highcrest Investors Corp. owns 28% of the common shares of Vegas Financial Corp. Starfire Holding Corporation is 100% owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to deter- mine the investment and voting decisions made by all of the foregoing entities.

F8 · ownership.nature: On January 24, 2006, the Registrant redeemed all of its outstanding shares of new preferred shares owned by Vegas Financial Corp. As a result, Vegas Financial Corp. no longer owns any securities of the Registrant.

F9 · ownership.nature: Mr. Icahn, by virtue of his relationship to Vegas Financial Corp., may be deemed to have beneficially owned (as that term is defined in Rule 13d-3 under the Act), the new preferred shares of the Registrant which Vegas Financial Corp. redeemed, but he disclaims beneficial ownership of such new preferred shares for all other purposes.

SEC source: 0000928475-06-000022 · form4cci_ex.xml · nonDerivative · entry 2

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

MODAL LLC · CIK 0001349835 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 11,170,859

F1 · ownership.nature: Carl C. Icahn is the sole member and 100% owner of Modal LLC. On January 20, 2006, The Foundation for a Greater Opportunity sold all of its common stock shares of American Railcar Industries, Inc. (the "Registrant") to Modal LLC. The aggregate purchase price for such shares was $100,000,000. Modal LLC paid the purchase price with $10,000,000 in cash and the balance in a five-year interest-only secured promissory note. As a result of this transaction, Modal LLC owns 20.2% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Modal LLC.

F2 · ownership.nature: Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Gail Golden is Carl C. Icahn's spouse. Hopper Investments LLC owns 8.6% of the common shares of the Registrant. Gail Golden owns 0.1% of the common shares of the Registrant. Carl C. Icahn owns 23.8% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities other than Gail Golden.

F3 · ownership.nature: Hopper Investments LLC beneficially owns 1,818,976 common shares of the Registrant. Modal LLC beneficially owns 4,290,918 shares of the Registrant. Gail Golden beneficially owns 23,800 common shares of the Registrant. Carl C. Icahn beneficially owns 11,170,859 common shares of the Registrant.

F4 · ownership.nature: Barberry Corp. and Mr. Icahn, by virtue of their relationships to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaims beneficial ownership of such shares for all other purposes.

F5 · ownership.nature: Mr. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes.

SEC source: 0000928475-06-000022 · form4cci_ex.xml · nonDerivative · entry 1

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

MODAL LLC · CIK 0001349835 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 11,147,059

F1 · ownership.nature: Carl C. Icahn is the sole member and 100% owner of Modal LLC. On January 20, 2006, The Foundation for a Greater Opportunity sold all of its common stock shares of American Railcar Industries, Inc. (the "Registrant") to Modal LLC. The aggregate purchase price for such shares was $100,000,000. Modal LLC paid the purchase price with $10,000,000 in cash and the balance in a five-year interest-only secured promissory note. As a result of this transaction, Modal LLC owns 20.2% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Modal LLC.

F2 · ownership.nature: Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Gail Golden is Carl C. Icahn's spouse. Hopper Investments LLC owns 8.6% of the common shares of the Registrant. Gail Golden owns 0.1% of the common shares of the Registrant. Carl C. Icahn owns 23.8% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities other than Gail Golden.

F3 · ownership.nature: Hopper Investments LLC beneficially owns 1,818,976 common shares of the Registrant. Modal LLC beneficially owns 4,290,918 shares of the Registrant. Gail Golden beneficially owns 23,800 common shares of the Registrant. Carl C. Icahn beneficially owns 11,170,859 common shares of the Registrant.

F4 · ownership.nature: Barberry Corp. and Mr. Icahn, by virtue of their relationships to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaims beneficial ownership of such shares for all other purposes.

F5 · ownership.nature: Mr. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

SEC source: 0000928475-06-000100 · frm4ii22806_ex.xml · derivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

UNICORN ASSOCIATES CORP · CIK 0000881178 · 10% owner

DIXON GUARANTOR LLC · CIK 0001259916 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 20,000,000

Underlying: Shares · 920,810 shares

Expires 2008-07-15

F1 · shares: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · shares: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · shares: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · shares: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · shares: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · shares: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · shares: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · shares: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · ownership.nature: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · ownership.nature: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000100 · frm4ii22806_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

UNICORN ASSOCIATES CORP · CIK 0000881178 · 10% owner

DIXON GUARANTOR LLC · CIK 0001259916 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,523,192

F1 · price: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · price: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · price: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · price: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · price: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · price: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · price: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · price: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · ownership.nature: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · ownership.nature: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-05-000226 · blockbusterf4_ex.xml · derivative · entry 3

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Icahn Partners Master Fund LP · CIK 0001322827 · 10% owner

Icahn Offshore LP · CIK 0001322825 · 10% owner

Icahn Onshore LP · CIK 0001322826 · 10% owner

Icahn Partners L P · CIK 0001313666 · 10% owner

CCI Offshore Corp. · CIK 0001327740 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see explanation below

Disclosed balance after: 38,000

Underlying: Class A Shares · 7,378,641 shares

Expires not disclosed

F1 · derivative.exercise_date: On November 15, 2005, in a private offering, the reporting persons acquired 38,000 shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock ("Preferred Shares") with a face amount of $1000 per each Preferred Share, which Preferred Shares are immediately convertible into Class A Shares at the conversion price of $5.15 per each share of Class A Common Stock, i.e. one Preferred Share may be converted into approximately 194.1748 shares of Class A Common Stock. Registrants paid $38,000,000 for 38,000 Preferred Shares. High River owns 2,874,548 Class A Shares and 772,320 Class B Shares.

F1 · derivative.expiration_date: On November 15, 2005, in a private offering, the reporting persons acquired 38,000 shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock ("Preferred Shares") with a face amount of $1000 per each Preferred Share, which Preferred Shares are immediately convertible into Class A Shares at the conversion price of $5.15 per each share of Class A Common Stock, i.e. one Preferred Share may be converted into approximately 194.1748 shares of Class A Common Stock. Registrants paid $38,000,000 for 38,000 Preferred Shares. High River owns 2,874,548 Class A Shares and 772,320 Class B Shares.

SEC source: 0000928475-06-000098 · form422806_ex.xml · derivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

DIXON GUARANTOR LLC · CIK 0001259916 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 20,000,000

Underlying: Shares · 904,159 shares

Expires 2008-07-15

F1 · shares: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 Shares, High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F2 · shares: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Barberry 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 all of the foregoing entities.

F3 · shares: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · shares: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 Shares, High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F2 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Barberry 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 all of the foregoing entities.

F3 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-06-000098 · form422806_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

DIXON GUARANTOR LLC · CIK 0001259916 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,841,342

F1 · price: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 Shares, High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F2 · price: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Barberry 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 all of the foregoing entities.

F3 · price: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · price: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 Shares, High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F2 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Barberry 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 all of the foregoing entities.

F3 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.