11.1.13 8-K for FM 10-K recast (E&Y report and consent)


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 1, 2013
Commission File Number
 
Exact Name of Registrant as Specified in its Charter,
Address of Principal Executive Offices and Telephone Number
 
State of
Incorporation
 
I.R.S.
Employer
Identification No.
1-9516
 
ICAHN ENTERPRISES L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
 
Delaware
 
13-3398766
 
 
 
 
 
 
 
333-118021-01
 
ICAHN ENTERPRISES HOLDINGS L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
 
Delaware
 
13-3398767

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 November 1, 2013, Federal-Mogul Corporation ("Federal-Mogul"), a subsidiary of Icahn Enterprises L.P. ("Icahn Enterprises") and Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings", and together with Icahn Enterprises, the "Registrants"), filed a Current Report on Form 8-K to retrospectively revise its historical consolidated financial statements for the years ended December 31, 2012, 2011 and 2010 to reflect certain subsidiary operations as discontinued operations. In connection with the Federal-Mogul revisions, Federal-Mogul's previous auditors, Ernst & Young LLP ("E&Y"), have reissued their report with respect to Federal-Mogul's financial statements for the years ended December 31, 2011 and 2010, which report appears in the Registrants' joint Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "Icahn 2012 10-K"). Additionally, E&Y previously reissued their report with respect to Federal-Mogul's financial statements for the years ended December 31, 2011 and 2010, which reissued report appears in the Registrants' Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2013. This Form 8-K is being filed solely to reflect our consideration of the Federal-Mogul revisions and to update E&Y's report. The Registrants have not made any retrospective revisions to their financial statements for the years ended December 31, 2012, 2011 and 2010 that appear in the Icahn 2012 10-K and are not updating any other portion of the Icahn 2012 10-K. This Form 8-K does not modify or update the disclosures contained in the Icahn 2012 10-K in any way, other than to update E&Y's report with respect to Federal-Mogul's financial statements.


Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits
 
23.1
Consent of Independent Registered Public Accounting Firm of Ernst & Young LLP
99.1
Report of Independent Registered Public Accounting Firm of Ernst & Young LLP







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/ Peter Reck
 
 
 
Peter Reck
 
 
 
Chief Accounting Officer
 

 
ICAHN ENTERPRISES HOLDINGS L.P.
 
 
(Registrant)
 
 
 
 
 
 
By:
Icahn Enterprises G.P. Inc.,
 
 
 
its general partner
 
 
 
 
 
 
By: 
/s/ Peter Reck
 
 
 
Peter Reck
 
 
 
Chief Accounting Officer
 
 
Date:  November 1, 2013



Ex. 23.1 - Consent of E&Y - 11.1.13


EXHIBIT 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

We consent to the inclusion in this Form 8-K and the incorporation by reference in the Registration Statement (Form S-3 No. 333-188360) of Icahn Enterprises L.P. of our report dated February 28, 2012 (except for Notes 2 and 10 as to which the date is February 27, 2013, Note 7 as to which the date is April 26, 2013 and Notes 1, 3, 4, 5, 9, 14, 15, 20 and 23 as to which the date is November 1, 2013), with respect to the consolidated financial statements of Federal-Mogul Corporation as of December 31, 2011 and for the years ended December 31, 2011 and 2010, (not presented herein) that were included in the November 1, 2013 Form 8-K of Federal-Mogul Corporation filed with the Securities and Exchange Commission.
  
/s/ Ernst & Young LLP
 
Detroit, Michigan
November 1, 2013  



Ex. 99.1 - Report of E&Y - 11.1.13


EXHIBIT 99.1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Shareholders of
Federal-Mogul Corporation

We have audited the accompanying consolidated balance sheet of Federal-Mogul Corporation (the Company) as of December 31, 2011, and the related consolidated statements of operations, comprehensive (loss) income, shareholders' equity, and cash flows for the years ended December 31, 2011 and 2010 (not presented herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Federal-Mogul Corporation at December 31, 2011, and the consolidated results of their operations and their cash flows for the years ended December 31, 2011 and 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Detroit, Michigan
February 28, 2012
except for Notes 2 and 10 as to which the date is February 27, 2013, Note 7 as to which the date is April 26, 2013 and Notes 1, 3, 4, 5, 9, 14, 15, 20 and 23 as to which the date is November 1, 2013