UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2008

Icahn Enterprises L.P. 

(Exact name of registrant as specified in its charter)

Delaware | | 1-9516 | | 13-3398766
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.)
 
767 Fifth Avenue, Suite 4700, New York, NY   10153  

(Address of Principal Executive Offices)   (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (212) 702-4300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On November 5, 2008, Icahn Enterprises L.P. issued a press release reporting its financial results for the third quarter. A copy of the press release is attached hereto as Exhibit 99.1.
 
Section 9 - Financial Statements and Exhibits
Item 9.01(d) Exhibits.
 
Exhibit 99.1 -  Press Release dated November 5, 2008.
 
Exhibit Index
 
99.1 | Press Release dated November 5, 2008
 
[remainder of page intentionally left blank; signature page follows]

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| ICAHN ENTERPRISES L.P.
| (Registrant)
| By: | Icahn Enterprises G.P. Inc.
| | its General Partner
| | By: | /s/  Dominick Ragone |
| | | Dominick Ragone
| | | Principal Financial Officer

Date:   November 5, 2008

Investor Contact:
Dominick Ragone
Chief Financial Officer
(646) 861-7500

For Release: November 5, 2008

Icahn Enterprises L.P. Reports Third Quarter Financial Results
Announces Quarterly Distribution and Earnings Call
 
New York, NY - Icahn Enterprises L.P. (NYSE: IEP) today reported net earnings of $23.3 million, or $0.32 per LP unit, for the three months ended September 30, 2008, compared to net earnings of $23.9 million, or $0.52 per LP unit, for the comparable period of fiscal 2007. Icahn Enterprises declared a quarterly distribution of $0.25 per unit on its depositary units, payable in the fourth quarter of fiscal 2008. The distribution will be paid on December 3, 2008 to depositary unitholders of record at the close of business on November 20, 2008.
 
For the three months ended September 30, 2008, revenues were $1,795.3 million as compared to $414.5 million in the three months ended September 30, 2007. Income from continuing operations was $24.7 million for the three months ended September 30, 2008, compared to income of $6.8 million for the comparable period of fiscal 2007. Loss from discontinued operations was $1.4 million for the three months ended September 30, 2008, compared to income of $17.2 million for the comparable period in fiscal 2007.

Conference Call Information

Icahn Enterprises L.P. will discuss its third quarter results on a conference call and Webcast on Thursday, November 6, 2008 at 10:00 a.m. EST. The Webcast can be viewed live on Icahn Enterprises L.P.’s website at www.icahnenterprises.com. It will also be archived and made available at www.icahnenterprises.com under the Investor Relations section. The toll-free dial-in number for the conference call in the United States is (800) 938-1410. The international number is (702) 696-4768. The access code for both is 71121737.

* * *

Icahn Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified holding company engaged in five primary business segments: Investment Management, Automotive, Metals, Real Estate and Home Fashion. For more information, please visit the company’s website at www.icahnenterprises.com.

Caution Concerning Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to substantial competition, rising operating costs and economic downturns; risks related to our investment management activities, including the nature of the investments made by the private funds we manage, losses in the private funds and loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign countries; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies, and competition for residential and investment properties; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

 
APPENDIX I
CONSOLIDATED STATEMENTS OF OPERATIONS
In 000's except per unit data
| | Three Months Ended |
| | September 30, |
| | 2008 | | 2007 |
| | (unaudited) |
Revenues | | $ | 1,795,293 | | $ | 414,513 |
Expenses | | | 2,297,080 | | | 504,735 |
| | | (501,787 | ) | | (90,222 | )
Income tax expense | | | (32,553 | ) | | (9,952 | )
Non-controlling interests in loss | | | 559,062 | | | 106,957 |
Income from continuing operations | | | 24,722 | | | 6,783 |
(Loss) income from discontinued operations | | | (1,386 | ) | | 17,157 |
Net earnings | | $ | 23,336 | | $ | 23,940 |
Net (loss) earnings attributable to: | | | | | | |
Limited partners | | $ | 22,872 | | $ | 34,783 |
General partner | | | 464 | | | (10,843 | )
| | $ | 23,336 | | $ | 23,940 |
Net (loss) earnings per LP unit: | | | | | | |
Basic and diluted earnings (loss): | | | | | | |
Income from continuing operations | | $ | 0.34 | | $ | 0.27 |
(Loss) income from discontinued operations | | | (0.02 | ) | | 0.25 |
Basic and diluted earnings per LP unit | | $ | 0.32 | | $ | 0.52 |
Weighted-average units | | | | | | |
outstanding | | | 70,490 | | | 66,830 |

 
APPENDIX II
CONSOLIDATED STATEMENTS OF OPERATIONS
In 000's except per unit data
| | Nine Months Ended |
| | September 30, |
| | 2008 | | 2007 |
| | (unaudited) |
Revenues | | $ | 4,790,631 | | $ | 2,152,024 |
Expenses | | | 5,909,960 | | | 1,530,896 |
| | | (1,119,329 | ) | | 621,128 |
Income tax expense | | | (108,602 | ) | | (13,807 | )
Non-controlling interests in loss (income) | | | 1,157,573 | | | (373,598 | )
(Loss) income from continuing operations | | | (70,358 | ) | | 233,723 |
Income from discontinued operations | | | 485,926 | | | 75,886 |
Net earnings | | $ | 415,568 | | $ | 309,609 |
Net earnings attributable to: | | | | | | |
Limited partners | | $ | 411,255 | | $ | 104,429 |
General partner | | | 4,313 | | | 205,180 |
| | $ | 415,568 | | $ | 309,609 |
Net earnings (loss) per LP unit: | | | | | | |
Basic and diluted earnings (loss): | | | | | | |
(Loss) income from continuing operations | | $ | (1.27 | ) | $ | 0.47 |
Income from discontinued operations | | | 7.10 | | | 1.17 |
Basic and diluted earnings per LP unit | | $ | 5.83 | | $ | 1.64 |
Weighted-average units | | | | | | |
outstanding | | | 70,490 | | | 63,533 |

 
APPENDIX III
CONSOLIDATED BALANCE SHEETS
The following table presents Icahn Enterprises L.P.'s consolidated summary balance sheet data
(in 000's)
| | September 30, | | December 31, |
| | 2008 | | 2007 |
| | (unaudited) | | |
ASSETS | | | | |
Investment Management: | | | | |
Cash and cash equivalents | | $ | 8,457 | | $ | 26,027 |
Cash held at consolidated affiliated partnerships and restricted cash | | | 2,939,909 | | | 1,104,748 |
Securities owned, at fair value | | | 5,930,257 | | | 5,920,209 |
Other assets | | | 811,643 | | | 998,903 |
| | | 9,690,266 | | | 8,049,887 |
Automotive: | | | | | | |
Cash and cash equivalents | | | 781,547 | | | - |
Inventories, net | | | 1,033,968 | | | - |
Property, plant and equipment, net | | | 2,014,884 | | | - |
Goodwill and Other Assets | | | 4,072,681 | | | - |
| | | 7,903,080 | | | - |
Metals, Real Estate and Home Fashion: | | | | | | |
Cash and cash equivalents | | | 264,747 | | | 328,099 |
Other Assets | | | 1,566,807 | | | 1,129,100 |
| | | 1,831,554 | | | 1,457,199 |
Holding Company: | | | | | | |
Cash and cash equivalents | | | 1,531,474 | | | 1,758,706 |
Other Assets | | | 416,286 | | | 1,167,854 |
| | | 1,947,760 | | | 2,926,560 |
Total Assets | | $ | 21,372,660 | | $ | 12,433,646 |
LIABILITIES AND PARTNERS' EQUITY | | | | | | |
Investment Management: | | | | | | |
Accounts payable, accrued expenses and other liabilities | | $ | 595,279 | | $ | 467,581 |
Securities sold, not yet purchased, at fair value | | | 1,038,768 | | | 206,128 |
Due to broker | | | 1,606,667 | | | - |
| | | 3,240,714 | | | 673,709 |
Automotive: | | | | | | |
Accounts payable, accrued expenses, and other liabilities | | | 1,860,541 | | | |
Debt | | | 2,907,721 | | | |
Postemployment benefit liability | | | 980,777 | | | |
| | | 5,749,039 | | | - |
Metals, Real Estate and Home Fashion: | | | | | | |
Accounts payable, accrued expenses, and other liabilities | | | 195,584 | | | 188,974 |
Debt | | | 88,303 | | | 116,496 |
| | | 283,887 | | | 305,470 |
Holding Company: | | | | | | |
Accounts payable, accrued expenses, and other liabilities | | | 176,055 | | | 358,381 |
Debt | | | 1,926,183 | | | 1,924,957 |
Preferred Limited Partnership units | | | 128,153 | | | 123,538 |
| | | 2,230,391 | | | 2,406,876 |
Total Liabilities | | | 11,504,031 | | | 3,386,055 |
Non-controlling interests | | | 7,019,616 | | | 6,734,563 |
Partners' equity | | | 2,849,013 | | | 2,313,028 |
Total Liabilities and Partners' Equity | | $ | 21,372,660 | | $ | 12,433,646 |