View:
Icahn
Enterprises L.P.
September
17, 2009
VIA
ELECTRONIC TRANSMISSION
AND
OVERNIGHT COURIER
Mr. Kevin
Woody
Accounting
Branch Chief
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re: Icahn
Enterprises L.P.
Form 10-K
for the fiscal year ended December 31, 2008
Filed
March 4, 2009
Form
10-K/A for the fiscal year ended December 31, 2008
Filed
August 4, 2009
File No.
1-9515
Dear Mr.
Woody:
Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Staff”) in your letter dated September 2, 2009 with respect to the Annual
Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited
partnership (the “Company”), for the fiscal year ended December 31,
2008. (the “Comment Letter”).
We are
writing to respond to the comment contained in the Comment
Letter. For your convenience, the Staff’s comment has been
retyped below in boldface type, and the Company’s response is provided
immediately after the comment.
Amended Form 10-K for the
fiscal year ended December 31, 2008
Item 8. Financial Statements
and Supplementary Data
Consolidated Statement of
Changes in Equity and Comprehensive Income, page 45
1. We
note in your amended Form 10-K that the amount of Accumulated other
comprehensive (loss) income as of December 31, 2008 changed from the amount
previously reported. Please provide us with an explanation for the change in the
disclosed amount.
The
disclosure of accumulated other comprehensive (loss) income in our amended
Form 10-K changed as a result of the retrospective application of FAS 160
and an adjustment of the December 31, 2008 balance. The partnership equity on
the balance sheet as of December 31, 2008 and the other comprehensive (loss)
income disclosed in the Consolidated Statement of Changes in Equity and
Comprehensive Income for each year presented were accurate and reflected the
application of FAS 160 in the amended Form 10-K. However, the footnote
disclosing the accumulated other comprehensive loss in the original Form
10-K was understated. In revising the disclosure of accumulated OCI for FAS
160, we also adjusted the disclosure for this understatement. We concluded that
the change to accumulated OCI was not material.
767 Fifth
Avenue, New York, New York 10153 Telephone
(212) 702-4300 Fax (212) 750-5841
NYSE -
IEP
Please
contact me should you have any questions or additional comments.
Very
truly yours,
/s/ Dominick Ragone
Dominick
Ragone
Chief
Financial Officer
Icahn
Enterprises G.P. Inc., the general partner of
Icahn
Enterprises L.P.
Enclosures
cc: Keith
A. Meister (Icahn Enterprises L.P.)
767 Fifth
Avenue, New York, New York 10153 Telephone
(212) 702-4300 Fax (212) 750-5841
NYSE -
IEP