SecProbe.io

May 22, 2013

Via E-Mail
Mr. SungHwan Cho
Chief Financial  Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue
Suite 4700
New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the year ended December 31 , 2012
Filed February 27, 2013
  File No.  000-13468

  Icahn Enterprises Holdings L.P.
 Form 10-K for the year ended December 31, 2012
Filed February 27, 2013
  File No.  333-118021 -01

Dear  Mr. Cho:

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 93

Energy, page 101

1. We note the disclosure on page 101 indicating that your Energy segment assesses its
operating performance by comparing its refining margin against an industry refining
margin benchmark and that refining margin is calculated as net sales minus costs of

Mr. SungHwan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 22 , 2013
Page 2

 good s sold, exclusive of certain direct operating expenses and depreciation and
amortization. We also note your discussion on page 101 and 102 indicating that refining
margin is a non -GAAP measure that you believe is important to investors in evaluating
the pe rformance of your Energy segment’s refineries as a general indication of the
amount above your Energy segment’s costs of product sold that it is able to sell refined
products. We further note from your discussion on page that refining margin per barrel of
crude oil throughput for the petroleum business was $28.39 for the period from May 5,
2012 through December 31, 2012 and refining margin adjusted for FIFO impact for
CVR’s petroleum business was $19.41 for the period May 5, 2012 through December 31,
2012.  As the measure’s “refining margin per barrel of crude oil” and “refining margin
adjusted for FIFO impact” both appear to represent non -GAAP measures, please revise
your disclosure of these measures to comply with the guidance outlined in Item 10(e) of
Regulation S -K. In this regard, please revise your disclosure to provide a reconciliation of
each measure to the most comparable US GAAP measure. In addition, please revise to
explain why you believe the measure “refining margin adjusted for FIFO impact” is
useful to potential investors.  The disclosure of this measure included on page 62 of your
Quarterly Report on Form 10 -Q for the quarter ended March 31, 2012 should be similarly
revised.

Income Tax Expense, page 110

2. We note from the discussion on page 110  that Icahn Enterprises and Icahn Enterprises
Holdings recognized an income tax benefit of $81 million on pre -tax income from
continuing operations of $646 and $647 million, respectively during 2012 versus income
tax expense of $34 million during 2011. Ple ase tell us and revise MD&A to explain in
further detail why the Company recognized an income tax benefit during 2012 on its pre -
tax earnings versus the recognition of an income tax expense during 2011.

Icahn Enterprises L.P. and Subsidiaries
Icahn Enter prises Holdings L.P. and Subsidiaries
Notes to Consolidated Financial Statements
Note 9. Goodwill and Intangible Assets, Net

3. We note from the disclosure on page 188 that in connection with the CVR Energy
acquisition, the Company recognized a customer rela tionship intangible aggregating $340
million with a useful life of twenty years. Please tell us and revise the notes to your
financial statements to explain the method and significant assumptions that were used to
calculate or determine the fair value of t his customer relationship intangible. In a related
matter, please also explain how you determined that a useful life of twenty years was
appropriate for purposes of amortizing this customer relationship intangible to expense.
Your response should clearly e xplain why you believe the customer relationships
acquired in this acquisition transaction will continue to produce cash flows for a period of
20 years.

Mr. SungHwan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 22 , 2013
Page 3

 Note 12. Compensation Arrangements, page 198

4. We note the disclosure on page 199 indicating that in con nection with your acquisition of
a controlling interest in CVR on May 4, 2012, a modification of outstanding awards
under CVR’s long -term incentive plan occurred. We further note that as a result of the
modifications, additional share -based compensation of  $12 million was incurred to
revalue the awards to fair value upon the date of modification. With regards to the
modifications that occurred, please revise to disclose the number of awards that were
modified as a result of the acquisition transaction and e xplain how the additional share -
based compensation of $12 million that was recognized as a result of the modifications
was calculated or determined.

Additional Information Regarding Executive Compensation, page 247

5. We note from the disclosure in the tabl e on page 247 that the Company granted stock
options with a grant date fair value of $2,136,332 to Daniel A Ninivaggi, President and
Chief Executive Officer during 2010. We also note from the disclosures on page 250 and
elsewhere in the Form 10 -K that purs uant to the 2012 Ninivaggi Employment
Agreement, these options were terminated effective October 12, 2012 and rendered null
and void. Please tell us why the nature and terms of the options granted to this officer and
the amount of expense recognized in con nection with the option grant, as well as the
assumptions used to determine the fair value of the option grant, were not disclosed in the
Company’s financial statements pursuant to the guidance outlined in ASC 718 -10-50.
Similarly, please tell us and revi se the notes to your financial statements to disclose the
accounting treatment used to reflect the cancellation of the options during 2012.

Quarterly Report on Form 10 -Q for the quarter ended March 31, 2013
Note 16. Other (Loss) Income, Net

6. We note the d isclosure in Note 16 indicating that in the first quarter of 2013, your
Automotive segment recorded a loss on discontinued operations of $47 million related to
the disposal of a certain business. We also note that because the financial results from the
disposal of this business was not material to your consolidated financial statements you
did not reflect the disposition of this business as a discontinued operation in either the
current period or on a retrospective basis. With regards to the operations disp osed, please
explain in further detail the nature of the operations that were disposed of by the
Automotive segment during the first quarter of 2013 and explain in further detail why
you do not believe the disposal of the business was material to your cons olidated
financial statements. As part of your response, please provide us quantified information
regarding the revenues and expenses associated with this business during the last three
fiscal years and the interim periods presented in your financial state ments supporting
your conclusion that these operations were not material to your financial statements.

Mr. SungHwan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 22 , 2013
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or, in her absence, the undersigned,  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related mat ters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief