8-K 1 a8k-fmq12018financials.htm 8-K
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): June 15, 2018

(Commission File Number) | (Exact Name of Registrant as Specified in Its Charter) (Address of Principal Executive Offices) (Zip Code) (Telephone Number) | (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.)
001-09516 | ICAHN ENTERPRISES L.P. | Delaware | 13-3398766
| 767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300 |  |
333-118021-01 | ICAHN ENTERPRISES HOLDINGS L.P. | Delaware | 13-3398767
| 767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300 |  |

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
In connection with our previously announced definitive agreement to sell Federal-Mogul LLC ("Federal-Mogul") to Tenneco Inc. ("Tenneco"), we have attached hereto as Exhibit 99.1 a copy of the unaudited condensed consolidated financial statements of Federal-Mogul as of March 31, 2018 and December 31, 2017, and for the three-months ended March 31, 2018 and March 31, 2017. Such financial statements are being made available at the request of Tenneco in support of Tenneco's previously announced financing efforts for its acquisition of Federal-Mogul.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and 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 of that section. In addition, the information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any of Icahn Enterprises L.P.’s and Icahn Enterprises Holdings L.P.'s filings with the Securities and Exchange Commission or any other document except as shall be expressly set forth by specific reference in such filing or document.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 - Unaudited Condensed Consolidated Financial Statements of Federal-Mogul LLC.
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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 |

Date: June 15, 2018

| 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: June 15, 2018
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