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): July 28, 2011

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 8 - Other Events

Item 8.01   Other Events.

On July 28, 2011, Federal-Mogul Corporation, a subsidiary of Icahn Enterprises L.P., issued a press release announcing its financial results for the second quarter of 2011. A copy of the press release is attached hereto as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits
 
99.1 -  Press release dated July 28, 2011.

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

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:   July 28, 2011

EXHIBIT 99.1

Federal-Mogul Delivers Strong Q2 Sales and Net Income

Sales Increased 13%, Net Income Up 31%, Strong Operational EBITDA
SOUTHFIELD, Mich., July 28, 2011 /PRNewswire/ -- Federal-Mogul Corporation (NASDAQ: FDML) today announced higher sales and improved financial results in Q2 2011 versus the same period of 2010. The company reported sales of $1.8 billion, a 13 percent increase versus the prior year, or 6 percent in constant dollar terms. Gross margin was $299 million or 16.6 percent of sales, an increase of $25 million compared to Q2 2010. Selling, general and administrative expenses were improved to a record low of 9.6 percent of sales in the quarter. Net income for the second quarter 2011 was $64 million or $0.64 per diluted share, versus $49 million or $0.49 per diluted share in Q2 2010, a 31 percent increase. Operational EBITDA(1) was $200 million or 11.1 percent of sales during the quarter, and cash flow(2) was $22 million, demonstrating the company's strong operating performance and efficient ability to grow above the global vehicle markets.

($ millions)	Q2 2011	
 	 	Q2 2010	
 	 	B/(W)	

Net Sales	$	1,800	
 	 	$	1,598	
 	 	$	202	
 	
Gross Margin	299	
 	 	274	
 	 	25	
 	
  percent of sales	16.6	%	 	17.2	%	 	(0.6) pts	
 	
SG&A	(173	)	 	(169	)	 	(4	)	
  percent of sales	9.6	%	 	10.6	%	 	1.0 pts	
 	
Net Income (attributable to F-M)	64	
 	 	49	
 	 	15	
 	
  percent of sales	3.6	%	 	3.1	%	 	0.5 pts	
 	
EPS	0.64	
 	 	0.49	
 	 	0.15	
 	
EBITDA	200	
 	 	199	
 	 	1	
 	
  percent of sales	11.1	%	 	12.5	%	 	(1.4) pts	
 	
Cash Flow	22	
 	 	6	
 	 	16	

"Federal-Mogul had a very solid Q2 and continues to perform well, with strongly increasing customer demand for our leading technology and innovation in all vehicle market segments. Sales in Q2 2011 were $1.8 billion, up 13 percent, net income was $64 million, up 31 percent and EBITDA was $200 million; once again our results compare favorably to analysts' expectations," said President and Chief Executive Officer Jose Maria Alapont.
The company's sales growth was driven by market share gains in all original equipment business units combined with higher global original equipment market demand. Federal-Mogul's total sales were $1.8 billion in Q2 2011, an increase of 13 percent, or 6 percent in constant dollars, from $1.6 billion in Q2 2010. The company's original equipment sales increased 23 percent, or 14 percent on a constant dollar basis, with China up 19 percent and India up 28 percent. Original equipment sales represented 66 percent of the company's total sales in the quarter.
Federal-Mogul's aftermarket sales in Q2 2011 declined by 3 percent, or 7 percent on a constant dollar basis, with strong growth in developing markets, led by China up 21 percent and India up 26 percent. Federal-Mogul's rapidly growing aftermarket sales in Europe, China, India and other markets now represent 40 percent of Federal-Mogul's global aftermarket sales.
"Federal-Mogul had solid profit improvement in the second quarter 2011, and implemented additional effective actions this year that enabled the company to fully offset adverse materials cost impact through supplier negotiations, additional operating efficiency and customer price recoveries," said Alapont.
Federal-Mogul's gross margin in Q2 2011 was $299 million, an increase of $25 million versus $274 million in Q2 2010. SG&A expenses in Q2 2011 were improved to 9.6 percent of sales from 10.6 percent of sales in Q2 2010, an all-time record for the company. The company reported, in Q2 2011, net income of $64 million or $0.64 per diluted share, an increase of 31 percent, up from $49 million or $0.49 earnings per diluted share in Q2 2010. Operational EBITDA in Q2 2011 was $200 million or 11.1 percent of sales. The company generated $22 million of positive cash flow during the period.
"Federal-Mogul's products help customers meet and exceed regulatory requirements and vehicle differentiation demands

through increased fuel economy, reduced emissions and improved vehicle safety. We continue to introduce new technologies that receive strong customer demand, and our pipeline of innovation and intellectual property is delivering leading, first-to-market solutions," said Alapont.
The company also announced that it has determined, based on its previously announced review of strategic alternatives, that without ruling out other opportunities that may present themselves, it intends at the present time to concentrate primarily on organic growth and strategic acquisitions.
"Federal-Mogul's 2011 sales growth and profitable operating performance continues our strong track record of success," said Alapont. "We have again delivered stronger results and this ongoing improvement will drive us forward throughout 2011 and beyond, thereby enabling Federal-Mogul to continue to generate sustainable global profitable growth."
(1) Operational EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, and certain items such as restructuring and impairment charges, Chapter 11 and U.K. Administration related reorganization expenses, gains or losses on the sales of businesses, expense associated with U.S. based funded pension plans and OPEB curtailment gains or losses.
(2) Cash flow is equal to net cash provided from operating activities less net cash used by investing activities, as set forth on the attached statement of cash flows.
About Federal-Mogul
Federal-Mogul Corporation is a leading global supplier of powertrain and safety solutions to the world's foremost original equipment manufacturers of automotive, commercial, aerospace, marine, rail and off-road vehicles; industrial, agricultural and power generation equipment; as well as the worldwide aftermarket. Federal-Mogul's leading technology and innovation, lean manufacturing expertise and global distribution network deliver world-class products, brands and services at a competitive cost. The company's sustainable global profitable growth strategy creates value for its employees, customers and shareholders. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs approximately 45,000 people in 35 countries.
Federal-Mogul's aftermarket products are sold under a variety of well-known brands, including: Abex®, AE®, ANCO®, Beral®, Carter®, Champion®, FP Diesel®, Fel-Pro®, Ferodo®, Glyco®, Goetze®, MOOG®, National®, Necto®, Nural®, Payen®, Precision®, Sealed Power®, Speed-Pro® and Wagner®. All Federal-Mogul trademarks are owned by Federal-Mogul Corporation, or one or more of its subsidiaries, in one or more countries. Visit the company's website at www.federalmogul.com.
Forward-Looking Statements
Statements contained in this press release, which are not historical fact, constitute "Forward-Looking Statements." Actual results may differ materially due to numerous important factors that are described in Federal-Mogul's most recent report to the SEC on Form 10-K, which may be revised or supplemented in subsequent reports to the SEC on Forms 10-Q and 8-K. Such factors include, among others, fluctuations in domestic or foreign vehicle production, fluctuations in the demand for vehicles containing our products, the company's ability to generate cost savings or manufacturing efficiencies to offset or exceed contractually or competitively required price reductions or price reductions to obtain new business, conditions in the automotive industry, and general global and regional economic conditions. Federal-Mogul does not intend or assume any obligation to update any forward-looking statements.

CONTACT:	Jim Burke (248) 354-4530 for media questions	 	
 	David Pouliot (248) 354-7967 for investor questions	 	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
FEDERAL-MOGUL CORPORATION	 	
Consolidated Statements of Operations (Unaudited)	 	
 	 	
 	 	Three Months Ended	 	Six Months Ended	 	
 	 	June 30	 	June 30	 	
 	 	2011	 	2010	 	2011	 	2010	 	
 	 	(Millions of Dollars, Except Per Share Amounts)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	$	1,800	
 	 	$	1,598	
 	 	$	3,524	
 	 	$	3,087	
 	 	
Cost of products sold	 	(1,501	)	 	 	(1,324	)	 	 	(2,946	)	 	 	(2,559	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross margin	 	299	
 	 	 	274	
 	 	 	578	
 	 	 	528	

Selling, general and administrative expenses	 	(173	)	 	 	(169	)	 	 	(350	)	 	 	(353	)	 	
OPEB curtailment gain	 	—	
 	 	 	4	
 	 	 	—	
 	 	 	4	
 	 	
Interest expense, net	 	(32	)	 	 	(32	)	 	 	(63	)	 	 	(65	)	 	
Amortization expense	 	(12	)	 	 	(12	)	 	 	(24	)	 	 	(24	)	 	
Equity earnings of non-consolidated affiliates	 	10	
 	 	 	10	
 	 	 	20	
 	 	 	17	
 	 	
Restructuring expense, net	 	—	
 	 	 	(5	)	 	 	(1	)	 	 	(6	)	 	
Other expense, net	 	(10	)	 	 	(2	)	 	 	(11	)	 	 	(23	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	 	82	
 	 	 	68	
 	 	 	149	
 	 	 	78	
 	 	
Income tax expense	 	(17	)	 	 	(18	)	 	 	(31	)	 	 	(11	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	65	
 	 	 	50	
 	 	 	118	
 	 	 	67	
 	 	
Less net income attributable to	 	 	 	 	 	 	 	 	 	 	 	 	
 	noncontrolling interests	 	(1	)	 	 	(1	)	 	 	(3	)	 	 	(4	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Federal-Mogul	$	64	
 	 	$	49	
 	 	$	115	
 	 	$	63	

Income per common share:	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.65	
 	 	$	0.50	
 	 	$	1.16	
 	 	$	0.64	

Diluted	$	0.64	
 	 	$	0.49	
 	 	$	1.15	
 	 	$	0.63	

 	
 	 	 	 	 	 	 	 	 	 	
FEDERAL-MOGUL CORPORATION	 	
Consolidated Balance Sheets	 	
 	 	 	 	 	
 	 	(Unaudited)	 	 	 	 	
 	 	June 30	 	December 31	 	
 	 	2011	 	2010	 	
 	 	 	(Millions of Dollars)	 	
ASSETS	 	 	
Current assets:	 	 	 	 	 	 	
  Cash and equivalents	$	1,042	
 	 	$	1,105	
 	 	
  Accounts receivable, net	 	1,217	
 	 	 	1,075	
 	 	
  Inventories, net	 	1,022	
 	 	 	847	
 	 	
  Prepaid expenses and other current assets	 	246	
 	 	 	244	

Total current assets	 	3,527	
 	 	 	3,271	

Property, plant and equipment, net	 	1,933	
 	 	 	1,802	
 	 	
Goodwill and indefinite-lived intangible assets	 	1,426	
 	 	 	1,431	
 	 	
Definite-lived intangible assets, net	 	460	
 	 	 	484	
 	 	
Investments in non-consolidated affiliates	 	243	
 	 	 	210	
 	 	
Other noncurrent assets	 	107	
 	 	 	98	

 	 	$	7,696	
 	 	$	7,296	

LIABILITIES AND SHAREHOLDERS' EQUITY	 	 	
Current liabilities:	 	 	 	 	 	 	
  Short-term debt, including current portion of long-term debt	$	84	
 	 	$	73	
 	 	
  Accounts payable	 	819	
 	 	 	660	
 	 	
  Accrued liabilities	 	407	
 	 	 	428	
 	 	
  Current portion of postemployment benefit liability	 	48	
 	 	 	47	
 	 	
  Other current liabilities	 	148	
 	 	 	143	

Total current liabilities	 	1,506	
 	 	 	1,351	

Long-term debt	 	2,747	
 	 	 	2,752	
 	 	
Postemployment benefits	 	1,182	
 	 	 	1,172	
 	 	
Long-term portion of deferred income taxes	 	475	
 	 	 	470	
 	 	
Other accrued liabilities	 	182	
 	 	 	186	

Shareholders' equity:	 	 	 	 	 	 	
  Preferred stock ($.01 par value; 90,000,000 authorized shares;	 	 	 	 	 	 	
    none issued)	 	—	
 	 	 	—	
 	 	
  Common stock ($.01 par value; 450,100,000 authorized shares;	 	 	 	 	 	 	
    100,500,000 issued shares; 98,904,500 outstanding shares	 	 	 	 	 	 	
    as of both June 30, 2011 and December 31, 2010)	 	1	
 	 	 	1	
 	 	
  Additional paid-in capital, including warrants	 	2,150	
 	 	 	2,150	
 	 	
  Accumulated deficit	 	(237	)	 	 	(352	)	 	
  Accumulated other comprehensive loss	 	(397	)	 	 	(505	)	 	
  Treasury stock, at cost	 	(17	)	 	 	(17	)	 	
 	 	 	 	 	 	 	 	
Total Federal-Mogul shareholders' equity	 	1,500	
 	 	 	1,277	
 	 	
 	Noncontrolling interests	 	104	
 	 	 	88	
 	 	
Total shareholders' equity	 	1,604	
 	 	 	1,365	

 	 	$	7,696	
 	 	$	7,296	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
FEDERAL-MOGUL CORPORATION	 	
Consolidated Statements of Cash Flows (Unaudited)	 	
 	 	
 	 	 	 	 	Six Months Ended	 	
 	 	 	 	 	June 30	 	
 	 	 	 	 	2011	 	2010	 	
 	 	 	 	 	(Millions of Dollars)	 	
Cash Provided From (Used By) Operating Activities	 	 	 	 	 	 	
Net income	 	$	118	
 	 	$	67	
 	 	
Adjustments to reconcile net income to net cash provided from	 	 	 	 	 	 	
(used by) operating activities:	 	 	 	 	 	 	
 	 	Depreciation and amortization	 	139	
 	 	 	162	
 	 	
 	 	Restructuring expense, net	 	1	
 	 	 	6	
 	 	
 	 	Payments against restructuring liabilities	 	(14	)	 	 	(20	)	 	
 	 	Payments to settle non-debt liabilities subject to compromise, net	 	(1	)	 	 	(16	)	 	
 	 	Equity earnings of non-consolidated affiliates	 	(20	)	 	 	(17	)	 	
 	 	Cash dividends received from non-consolidated affiliates	 	—	
 	 	 	24	
 	 	
 	 	Change in postemployment benefits, including pensions	 	(11	)	 	 	4	
 	 	
 	 	Loss on Venezuelan currency devaluation	 	—	
 	 	 	20	
 	 	
 	 	Gain on sale of property, plant and equipment	 	—	
 	 	 	(2	)	 	
 	 	 	 	 	 	 	 	 	 	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	
 	 	Accounts receivable	 	(113	)	 	 	(212	)	 	
 	 	Inventories	 	(148	)	 	 	(21	)	 	
 	 	Accounts payable	 	141	
 	 	 	122	
 	 	
 	 	Other assets and liabilities	 	(2	)	 	 	60	
 	 	
 	 	 	 	Net Cash Provided From Operating Activities	 	90	
 	 	 	177	

Cash Provided From (Used By) Investing Activities	 	 	 	 	 	 	
 	 	Expenditures for property, plant and equipment	 	(177	)	 	 	(98	)	 	
 	 	Payments to acquire business	 	—	
 	 	 	(39	)	 	
 	 	Net proceeds from the sale of property, plant and equipment	 	—	
 	 	 	2	
 	 	
 	 	 	 	Net Cash Used By Investing Activities	 	(177	)	 	 	(135	)	 	
 	 	 	 	 	 	 	 	 	 	 	
Cash Provided From (Used By) Financing Activities	 	 	 	 	 	 	
 	 	Principal payments on term loans	 	(15	)	 	 	(15	)	 	
 	 	Decrease in other long-term debt	 	(2	)	 	 	(2	)	 	
 	 	Increase in short-term debt	 	11	
 	 	 	5	
 	 	
 	 	Net proceeds (remittances) on servicing of factoring arrangements	 	5	
 	 	 	(12	)	 	
 	 	 	 	Net Cash Used By Financing Activities	 	(1	)	 	 	(24	)	 	
 	 	 	 	 	 	 	 	 	 	 	
 	 	Effect of foreign currency exchange rate fluctuations on cash	 	25	
 	 	 	(16	)	 	
 	 	Effect of Venezuelan currency devaluation on cash	 	—	
 	 	 	(16	)	 	
 	 	 	 	Effect of foreign currency fluctuations on cash	 	25	
 	 	 	(32	)	 	
 	 	 	 	 	 	 	 	 	 	 	
Decrease in cash and equivalents	 	(63	)	 	 	(14	)	 	
 	 	 	 	 	 	 	 	 	 	 	
Cash and equivalents at beginning of period	 	1,105	
 	 	 	1,034	

Cash and equivalents at end of period	$	1,042	
 	 	$	1,020	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
FEDERAL-MOGUL CORPORATION	 	
Reconciliation of Non-GAAP Financial Measures (Unaudited)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Six Months Ended	 	
 	 	June 30	 	June 30	 	
 	 	2011	 	2010	 	2011	 	2010	 	
 	 	 	Millions of Dollars	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	$	65	
 	 	$	50	
 	 	$	118	
 	 	$	67	
 	 	
 	Depreciation and amortization	 	71	
 	 	 	81	
 	 	 	139	
 	 	 	162	
 	 	
 	Interest expense, net	 	32	
 	 	 	32	
 	 	 	63	
 	 	 	65	
 	 	
 	Expense associated with U.S. based funded pension plans	 	11	
 	 	 	13	
 	 	 	22	
 	 	 	26	
 	 	
 	Adjustment of assets to fair value	 	3	
 	 	 	4	
 	 	 	3	
 	 	 	8	
 	 	
 	Restructuring expense, net	 	—	
 	 	 	5	
 	 	 	1	
 	 	 	6	
 	 	
 	OPEB curtailment gain	 	—	
 	 	 	(4	)	 	 	—	
 	 	 	(4	)	 	
 	Income tax expense	 	17	
 	 	 	18	
 	 	 	31	
 	 	 	11	
 	 	
 	Other	 	1	
 	 	 	—	
 	 	 	1	
 	 	 	(4	)	 	
Operational EBITDA	$	200	
 	 	$	199	
 	 	$	378	
 	 	$	337	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net cash provided from operating activities	$	99	
 	 	$	97	
 	 	$	90	
 	 	$	177	
 	 	
 	Net cash used by investing activities	 	(77	)	 	 	(91	)	 	 	(177	)	 	 	(135	)	 	
Cash Flow	$	22	
 	 	$	6	
 	 	$	(87	)	 	$	42	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Management believes that Operational EBITDA most closely approximates the cash flow associated with the operational earnings of the Company and uses Operational EBITDA to measure the performance of its operations. Operational EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, and certain items such as restructuring and impairment charges, Chapter 11 and U.K. Administration related reorganization expenses, gains or losses on the sales of businesses, expense associated with U.S. based funded pension plans and OPEB curtailment gains or losses.	 	

* Please note accent over 'e' in Jose Maria Alapont