UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 9, 2012

 
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)	

(212) 702-4300
    (Registrant's Telephone Number, Including Area Code)

N/A
    (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:

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

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

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

 	
 	 	
o	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.

On March 9, 2012, Icahn Enterprises L.P. issued a press release reporting its financial results for the fourth quarter and year ended December 31, 2011. The press release also provides information for accessing its quarterly conference call and Webcast, which will be held on March 13, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits
 
99.1 -  Press Release dated March 9, 2012.

[Remainder of page intentionally left blank; signature page follows]

1

SIGNATURE

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 	 	
 	 	Chief Financial Officer	 	
 
Date:   March 9, 2012

2

EXHIBIT 99.1

Icahn Enterprises L.P.

Investor Contact:
Dominick Ragone
Chief Financial Officer
(212) 702-4300

For Release: March 9, 2012

Icahn Enterprises L.P. Reports Fourth Quarter and Full Year Financial Results

New York, NY - Icahn Enterprises L.P. (NASDAQ:IEP) is reporting revenues of approximately $3.2 billion for the fourth quarter of 2011 as compared to approximately $2.5 billion for the fourth quarter of 2010. Net income attributable to Icahn Enterprises for the fourth quarter of 2011 was $260 million, or $2.87 per diluted LP unit, compared to net income attributable to Icahn Enterprises of $82 million, or $0.93 per diluted LP unit, for the fourth quarter of 2010.

For the full year 2011, revenues were approximately $11.9 billion as compared to revenue of approximately $9.1 billion for the full year 2010. Net income attributable to Icahn Enterprises for the full year 2011 was $750 million, or $8.33 per diluted LP unit, compared to net income attributable to Icahn Enterprises of $199 million, or $2.32 per diluted LP unit, for the full year 2010.

Conference Call Information

Icahn Enterprises L.P. will discuss its fourth quarter and full year results on a conference call and Webcast on Tuesday, March 13, 2012 at 10:00 EDT. The Webcast can be viewed live on Icahn Enterprises L.P.'s website at  www.icahnenterprises.com . It will 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 (866) 393-0676. The international number is (253) 237-1149.

***

Icahn Enterprises L.P. (NASDAQ:IEP), a master limited partnership, is a diversified holding company engaged in eight primary business segments: Investment, Automotive, Railcar, Food Packaging, Metals, Real Estate, Gaming and Home Fashion. 

Caution Concerning Forward-Looking Statements

Results for any interim period are not necessarily indicative of results for any full fiscal period. 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 economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the private funds in which we invest, 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; risk related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes

in casings technology; 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; 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 Securities and Exchange Commission. Past performance in our Investment segment is not necessarily indicative of future performance. 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	
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	
(In millions, except per unit data)	

 	Year Ended December 31,	
 	2011	 	2010	 	2009	
Revenues	$	11,855	
 	 	$	9,090	
 	 	$	8,543	
 	
Expenses	10,057	
 	 	8,337	
 	 	7,363	

 	 	 	

Income before income tax (expense) benefit	1,798	
 	 	753	
 	 	1,180	
 	
Income tax (expense) benefit	(34	)	 	(9	)	 	44	
 	
Income from continuing operations	1,764	
 	 	744	
 	 	1,224	
 	
(Loss) income from discontinued operations	—	
 	 	(1	)	 	1	
 	
Net income	1,764	
 	 	743	
 	 	1,225	
 	
Less: net income attributable to non-controlling interests	(1,014	)	 	(544	)	 	(972	)	
Net income attributable to Icahn Enterprises	$	750	
 	 	$	199	
 	 	$	253	

 	 	 	

Basic income per LP unit	$	8.55	
 	 	$	2.32	
 	 	$	3.01	
 	
Basic weighted average LP units outstanding	86	
 	 	84	
 	 	76	

Diluted income per LP unit	$	8.33	
 	 	$	2.32	
 	 	$	2.94	
 	
Diluted weighted average LP units outstanding	91	
 	 	85	
 	 	80	

 	
 	 	 	 	 	 	 	 	
APPENDIX II	
CONSOLIDATED BALANCE SHEETS	
(In millions, except unit amounts)	
 	 	 	 	
 	December 31,	
 	2011	 	2010	
ASSETS	 	 	 	
Cash and cash equivalents	$	2,278	
 	 	$	2,963	
 	
Cash held at consolidated affiliated partnerships and restricted cash	4,979	
 	 	2,174	
 	
Investments	8,938	
 	 	7,470	
 	
Accounts receivable, net	1,424	
 	 	1,285	
 	
Due from brokers	30	
 	 	50	
 	
Inventories, net	1,344	
 	 	1,163	
 	
Property, plant and equipment, net	3,505	
 	 	3,455	
 	
Goodwill	1,127	
 	 	1,129	
 	
Intangible assets, net	899	
 	 	999	
 	
Other assets	612	
 	 	650	
 	
Total Assets	$	25,136	
 	 	$	21,338	
 	
LIABILITIES AND EQUITY	 	 	 	
Accounts payable	$	970	
 	 	$	844	
 	
Accrued expenses and other liabilities	1,873	
 	 	2,277	
 	
Securities sold, not yet purchased, at fair value	4,476	
 	 	1,219	
 	
Due to brokers	2,171	
 	 	1,323	
 	
Post-employment benefit liability	1,340	
 	 	1,272	
 	
Debt	6,473	
 	 	6,509	
 	
Total liabilities	17,303	
 	 	13,444	

Commitments and contingencies	 	 	 	
 	 	 	 	
Equity:	 	 	 	
Limited partners: Depositary units: issued 86,708,914 at December 31, 2011 and 85,865,619 at December 31, 2010; outstanding 85,571,714 at December 31, 2011 (including 843,295 units issued as a unit distribution on May 31, 2011) and 84,728,419 at December 31, 2010	4,038	
 	 	3,477	
 	
General partner	(271	)	 	(282	)	
Treasury units at cost: 1,137,200 depositary units	(12	)	 	(12	)	
Equity attributable to Icahn Enterprises	3,755	
 	 	3,183	
 	
Equity attributable to non-controlling interests	4,078	
 	 	4,711	
 	
Total Equity	7,833	
 	 	7,894	
 	
Total Liabilities and Equity	$	25,136	
 	 	$	21,338