1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: As of December 31, 2020, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Icahn Enterprises’ and Icahn Enterprises Holdings’ and subsidiaries’ disclosure controls and procedures pursuant to the Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.
+Added: As of December 31, 2021, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Icahn Enterprises’ and subsidiaries’ disclosure controls and procedures pursuant to the Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
10 unchanged sentences
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Grant Thornton LLP, our independent registered public accounting firm, has audited and issued their reports on Icahn Enterprises’ internal control over financial reporting, which appears below.
+Added: Grant Thornton LLP, our independent registered public accounting firm (PCAOB ID Number 248 ), has audited and issued their report on Icahn Enterprises’ internal control over financial reporting, which appears below.
Changes in Internal Control Over Financial Reporting
25 unchanged sentences
/s/ GRANT THORNTON LLP
−Removed: New York, New York
+Added: Fort Lauderdale, Florida
February 25, 2022
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
The names, offices held and ages of the directors and executive officers of Icahn Enterprises G.P., Inc.
−Removed: (“Icahn Enterprises GP”), the general partner of each of Icahn Enterprises L.P.
−Removed: (“Icahn Enterprises”) and Icahn Enterprises Holdings L.P.
−Removed: (“Icahn Enterprises Holdings”) during 2020 and through the date of this Report are as follows:
+Added: (“Icahn Enterprises GP”), the general partner of Icahn Enterprises L.P.
+Added: (“Icahn Enterprises”) are as follows:
Chairman of the Board
+Added: David Willetts
President, Chief Executive Officer and Director
−Removed: Chief Financial Officer and Director
Ted Papapostolou
−Removed: Chief Accounting Officer
+Added: Chief Financial Officer, Chief Accounting Officer and Director
Michael Nevin
9 unchanged sentences
Since 1990, Mr.
−Removed: Icahn has been Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises and Icahn Enterprises Holdings.
+Added: Icahn has been Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises.
Icahn was previously:
12 unchanged sentences
Icahn has proven to be a successful investor over the past 40 years.
−Removed: Keith Cozza has been the President and Chief Executive Officer of Icahn Enterprises since February 2014.
−Removed: In addition, Mr.
−Removed: Cozza has served as Chief Operating Officer of Icahn Capital LP, the subsidiary of Icahn Enterprises
−Removed: through which Carl C.
−Removed: Icahn manages investment funds, since February 2013.
−Removed: From February 2013 to February 2014, Mr.
−Removed: Cozza served as Executive Vice President of Icahn Enterprises.
−Removed: Cozza is also the Chief Financial Officer of Icahn Associates Holding LLC, a position he has held since 2006.
−Removed: Cozza has been a:
−Removed: Chairman of the Board of Xerox Corporation, a provider of document management solutions, since May 2018;
−Removed: and director of Icahn Enterprises since September 2012.
+Added: David Willetts has served as Chief Executive Officer of Icahn Enterprises since November 2021 and director since June 2021.
+Added: Willets previously served as Chief Financial Officer of Icahn Enterprises from June 2021 until November 2021.
In addition, Mr.
−Removed: Cozza serves as a director of certain wholly-owned subsidiaries of Icahn Enterprises, including:
−Removed: Icahn Automotive Group LLC and PSC Metals, LLC.
−Removed: Cozza was previously:
−Removed: a director of Tenneco Inc., manufacturers of Ride Performance, Clean Air products and technology solutions for automotive and commercial vehicles, from October 2018 until March 2019;
−Removed: a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, from January 2017 until October 2018;
−Removed: a director of Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, from February 2014 until October 2018;
−Removed: a director of Herbalife Ltd., a nutrition company, from April 2013 until April 2018;
−Removed: a member of the Executive Committee of American Railcar Leasing LLC, a lessor and seller of specialized railroad tank and covered hopper railcars, from June 2014 to June 2017;
−Removed: a director of FCX Oil & Gas Inc., a wholly-owned subsidiary of Freeport-McMoRan Inc., from October 2015 to April 2016;
−Removed: a director of CVR Refining, LP from January 2013 to February 2014;
−Removed: and a director of MGM Holdings Inc., an entertainment company focused on the production and distribution of film and television content, from April 2012 to August 2012.
−Removed: Icahn Enterprises, Icahn Automotive Group LLC, PSC Metals, LLC and CVR Refining, LP each are indirectly controlled by Carl C.
−Removed: Icahn, and Federal-Mogul LLC, Tropicana Entertainment Inc.
−Removed: and American Railcar Leasing LLC were previously indirectly controlled by Mr.
−Removed: Icahn has or previously had non-controlling interests in Xerox Corporation, Tenneco Inc., Herbalife Ltd., Freeport-McMoRan, and MGM Holdings through the ownership of securities.
−Removed: Cozza brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.
−Removed: In particular, his experience as Chief Financial Officer of Icahn Associates Holding LLC enables him to understand the complex business and financial issues that we may face.
−Removed: SungHwan Cho has served as Chief Financial Officer of Icahn Enterprises since March 2012.
−Removed: Prior to that time, he was Senior Vice President and previously Portfolio Company Associate at Icahn Enterprises since October 2006.
−Removed: Cho has been a:
−Removed: director of Hertz Global Holdings, Inc., a company engaged in the car rental business, since May 2017;
−Removed: director of CVR Energy, Inc.
−Removed: since May 2012 (and has been Chairman of the Board of CVR Energy, Inc.
−Removed: since June 2018);
−Removed: and director of Icahn Enterprises since September 2012.
+Added: Willetts has served as a Managing Director at AlixPartners, a global consulting firm which specializes in improving corporate financial and operational performance and executing corporate turnarounds.
+Added: Since 2012, Mr.
+Added: Willetts has worked continuously with Private Equity firms and public companies in the industrial, automotive, consumer products, retail and energy sectors.
+Added: Prior to that time, he was a senior operating executive at Cerberus Capital for eight years, serving in multiple financial and operating roles including Chief Financial Officer,
+Added: divisional Chief Executive Officer and lead executive restructuring roles within Cerberus’ operating companies.
+Added: Prior to 2005, Mr.
+Added: Willetts was employed at General Electric in progressive finance executive roles within General Electric’s Corporate Audit Staff and industrial business units, including as the Chief Financial Officer of GE Lighting Systems and Chief Financial Officer of GE C&I Lighting, North America.
+Added: Willetts graduated from Franklin and Marshall College in 1997 Summa Cum Laude, with a B.A.
+Added: in business, with a double concentration in accounting and finance.
+Added: Willetts has served as director of Viskase Companies, Inc., since June 2021, and CVR Energy, Inc.
+Added: and CVR Partners LP since July 2021.
+Added: Viskase Companies, Inc., CVR Energy, Inc.
+Added: and CVR Partners LP are each indirectly controlled by Carl C.
+Added: Willetts brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.
+Added: In particular, his experience as Chief Financial Officer and divisional Chief Executive Officer of Cerberus Capital enables him to understand the complex business and financial issues that we may face.
+Added: Ted Papapostolou has served as Chief Financial Officer of Icahn Enterprises since November 2021 and Chief Accounting Officer of Icahn Enterprises since March 2020.
In addition, Mr.
−Removed: Cho serves as a director of WestPoint Home LLC.
−Removed: Cho was previously:
−Removed: a director of PSC Metals, LLC;
−Removed: a director of Icahn Automotive Group LLC;
−Removed: a director of Tenneco Inc., manufacturers of Ride Performance, Clean Air products and technology solutions for automotive and commercial vehicles, from April 2019 until June 2020;
−Removed: a director and Chairman of the Board of Ferrous Resources Limited, an iron ore mining company, from January 2017 until July 2019;
−Removed: a director (from January 2013) and Chairman of the Board (from June 2018) of CVR Refining, LP until January 2019;
−Removed: a member of the Executive Committee of American Railcar Leasing LLC, a lessor an seller of specialized railroad tank and covered hopper railcars, from September 2013 to June 2017;
−Removed: a director of CVR Partners, LP from May 2012 to April 2017;
−Removed: a director of Viskase Companies, Inc.
−Removed: from November 2006 to April 2017;
−Removed: a director of Take-Two Interactive Software Inc., a publisher of interactive entertainment products, from April 2010 to November 2013;
−Removed: a director (from June 2011) and Chairman of the Board (from July 2014) of American Railcar Industries, Inc., a railcar manufacturing company, until December 2018;
−Removed: and a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, until October 2018.
−Removed: Icahn Enterprises, CVR Energy, Inc., Icahn Automotive Group LLC, PSC Metals, LLC, WestPoint Home LLC, CVR Partners, LP, Viskase Companies, Inc.
−Removed: and CVR Refining, LP each are indirectly controlled by Carl C.
−Removed: Icahn, and Ferrous Resources Limited, American Railcar Leasing LLC, American Railcar Industries, Inc.
−Removed: and Federal-Mogul LLC, were previously indirectly controlled by Mr.
−Removed: Icahn has or previously had a non-controlling interest in each of Hertz Global Holdings, Tenneco, Inc.
−Removed: and Take-Two Interactive Software through the ownership of securities.
−Removed: Cho brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.
−Removed: In particular, his service as Chief Financial Officer of Icahn Enterprises and Icahn Enterprises Holdings enables him to understand the complex business and financial issues that we may face.
−Removed: Ted Papapostolou has served as Chief Accounting Officer of Icahn Enterprises since March 2020, and as its Secretary since April 2020.
+Added: Papapostolou has served as director of Icahn Enterprises since December 2021 and its Secretary since April 2020.
Papapostolou served in various progressive accounting positions at Icahn Enterprises from March 2007 to March 2020.
14 unchanged sentences
Icahn served as an investment analyst for Icahn Capital LP and in a variety of investment advisory roles for Carl C.
−Removed: Icahn has been a director of Newell Brands Inc., a global marketer of consumer and commercial products, since March 2018.
+Added: Icahn has been a director of Newell Brands Inc., a global marketer of consumer and commercial products, since March 2018, and Bausch Health Companies Inc., a manufacturer and marketer of pharmaceuticals, over the counter products and medical devices, since March 2021.
Icahn was previously a director of:
20 unchanged sentences
Nevin was also employed by JP Morgan Investment Bank in various roles from 2009 to 2014, most recently as an Associate from 2012 to 2014.
−Removed: Nevin has been a director of:
−Removed: Viskase Companies, Inc.
−Removed: since April 2017.
−Removed: Nevin was previously:
+Added: Nevin currently serves as director of certain subsidiaries of Icahn Automotive Group LLC.
+Added: a director of Viskase Companies, Inc.
+Added: from April 2017 until January 2022;
a director of Conduent Incorporated, a provider of business process outsourcing services, from December 2016 through August 2019;
9 unchanged sentences
In particular, his service as Chief Financial Officer of Icahn Automotive enables him to understand the complex business and financial issues that we may face.
−Removed: Denise Barton has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since September 2019 and is a member of our audit committee.
−Removed: Barton has served on the board of directors and audit committee for Viskase Companies, Inc., a subsidiary of Icahn Enterprises, since May 2016 and served on the board of directors and audit committee for Trump Entertainment Resorts, Inc., a subsidiary of Icahn Enterprises, from February 2016 through June 2017.
+Added: Denise Barton has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since September 2019 and was a member of our audit committee from September 2019 until April 2021.
+Added: In addition, Ms.
+Added: Barton has served as Chief Financial Officer of IEH Auto Parts LLC, a subsidiary of Icahn Enterprises since July of 2021 and both Chief Executive Officer and Chief Financial Officer of IEH Auto Parts LLC since September 2021.
+Added: Barton currently serves as director of certain subsidiaries of Icahn Automotive Group LLC.
+Added: Previously, Ms.
+Added: Barton has served on the board of directors and audit committee for Viskase Companies, Inc., a subsidiary of Icahn Enterprises, from May 2016 until January 2022 and served on the board of directors and audit committee for Trump Entertainment Resorts, Inc., a subsidiary of Icahn Enterprises, from February 2016 through June 2017.
Barton served as a member of the Operating Executive Board of Gotham Private Equity Partners, LP, a New York based merchant banking firm, from March 2010 through January 2014.
−Removed: served as the Chief Financial Officer for Land Holdings I, LLC, a company formed to develop, own and operate the Scarlet Pearl Casino Resort, from March 2012 through March 2017.
+Added: Barton served as the Chief Financial Officer for Land Holdings I, LLC, a company formed to develop, own and operate the Scarlet Pearl Casino Resort, from March 2012 through March 2017.
In addition, Ms.
3 unchanged sentences
In particular, her service as Chief Financial Officer of various companies enables her to understand the complex business and financial issues that we may face.
−Removed: Krongard has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since March 2019 and is a member of our audit committee.
−Removed: Krongard currently serves as a director and a member of the audit committee of the board of directors of Apollo Global Management, LLC;
−Removed: as a director and chairman of the corporate governance committee and the investment committee of the board of directors of Iridium Communications Inc.
−Removed: and previously served as the lead independent director and chairman of the audit committee of the board of directors of Under Armour, Inc from March 2019 until May 2020.
−Removed: He served as Executive Director of the Central Intelligence Agency from 2001 to 2004 and as counselor to the Director of the Central Intelligence Agency from 2000 to 2001.
−Removed: Krongard previously served in various capacities at Alex.Brown, Incorporated, including serving as Chief Executive Officer beginning in 1991 and assuming additional duties as Chairman of the board of directors in 1994.
−Removed: Upon the merger of Alex.Brown with Bankers Trust Corporation in 1997, Mr.
−Removed: Krongard became Vice Chairman of the Board of Bankers Trust and served in such capacity until joining the Central Intelligence Agency in 1998.
−Removed: Krongard brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.
−Removed: In particular, his service as Chief Executive Officer of Alex.Brown, Incorporated enables him to understand the complex business and financial issues that we may face.
Mongillo has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since March 2020 and is a member of our audit committee.
16 unchanged sentences
enables him to understand the complex business and financial issues that we may face.
+Added: Krongard has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since March 2019 and is a member of our audit committee.
+Added: Krongard currently serves as a director and a member of the audit committee of the board of directors of Apollo Global Management, LLC;
+Added: as a director and chairman of the corporate governance committee and the investment committee of the board of directors of Iridium Communications Inc.
+Added: and previously served as the lead independent director and chairman of the audit committee of the board of directors of Under Armour, Inc from March 2019 until May 2020.
+Added: He served as Executive Director of the Central Intelligence Agency from 2001 to 2004 and as counselor to the Director of the Central Intelligence Agency from 2000 to 2001.
+Added: Krongard previously served in various capacities at Alex.Brown, Incorporated, including serving as Chief Executive Officer beginning in 1991 and assuming additional duties as Chairman of the board of directors in 1994.
+Added: Upon the merger of Alex.Brown with Bankers Trust Corporation in 1997, Mr.
+Added: Krongard became Vice Chairman of the Board of Bankers Trust and served in such capacity until joining the Central Intelligence Agency in 1998.
+Added: Krongard brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.
+Added: In particular, his service as Chief Executive Officer of Alex.Brown, Incorporated enables him to understand the complex business and financial issues that we may face.
+Added: Nancy Dunlap has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since April 2021 and is a member of our audit committee.
+Added: Dunlap currently serves as the private counsel and head of the private family office of former New Jersey Governor and United States Senator Jon S.
+Added: Since 1999, Ms.
+Added: Dunlap has overseen all personal investment and legal affairs of the Corzine Family Office.
+Added: As head of Mr.
+Added: Corzine’s private family office, Ms.
+Added: Dunlap also serves as a Trustee of the Jon S.
+Added: Corzine Trust and as Director of the Jon S.
+Added: Corzine Foundation.
+Added: Dunlap was previously a director of:
+Added: CVR Refining, LP, from July 2018 to February 2019;
+Added: and Equita Sim, a private investment bank headquartered in Milan, Italy, from November 2010 to September 2015.
+Added: CVR Partners LP is indirectly controlled by Mr.
+Added: Dunlap was also previously a director of Amp Electric Vehicles from March 2010 to September 2012.
+Added: Dunlap received a Juris Doctor from St.
+Added: John’s University School of Law and a Bachelor of Arts from University of Denver.
+Added: Dunlap brings to her service as a director her significant experience in leadership roles as director of various companies as discussed above.
Audit Committee
−Removed: Denise Barton, Alvin B.
−Removed: Krongard and Stephen A.
−Removed: Mongillo serve on our audit committee.
−Removed: Denise Barton is an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K and is “independent” within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules.
+Added: Mongillo, Alvin B.
+Added: Krongard and Nancy Dunlap serve on our audit committee.
+Added: Mongillo is an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K and is “independent” within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules.
We believe that each of the other audit committee members are also “independent.” A copy of the audit committee charter is available on our website at www.ielp.com/corporate-governance or may be obtained without charge by writing to Icahn Enterprises L.P., 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, Attention:
1 unchanged sentence
Our audit committee has regularly scheduled meetings each year, and numerous other meetings when circumstances require.
−Removed: Regularly scheduled meetings are held in connection (a) with the audit committee’s review, together with our
−Removed: senior management, the senior management of our subsidiaries, and representatives of our independent auditor, of our quarterly reports on Form 10-Q and our annual report on Form 10-K and (b) telephone conferences with the senior management of each of our subsidiaries.
+Added: Regularly scheduled meetings are held in connection (a) with the audit committee’s review, together with our senior management, the senior management of our subsidiaries, and representatives of our independent auditor, of our quarterly reports on Form 10-Q and our annual report on Form 10-K and (b) telephone conferences with the senior management of each of our subsidiaries.
Regularly scheduled meetings are also held with our Chief Financial Officer, Chief Accounting Officer and Chief Auditor, who report to the audit committee on company-wide developing financial and related matters.
In connection with our annual report on Form 10-K, the audit committee meets in executive session, and also meets separately with our independent auditor and our senior management.
−Removed: Our audit committee holds two annual executive sessions.
When necessary, our audit committee holds informal meetings, meets with its independent counsel, and, when appropriate, with independent financial advisers.
6 unchanged sentences
(6) discussing our policies with respect to risk assessment and risk management, and reporting such policies to the full board of directors;
−Removed: (7) the review of significant earnings press releases prior to release with respect to the types of information disclosed and the manner in which the information is disclosed;
+Added: (7) the review of significant earnings press releases prior to release with respect to the types of information disclosed and
+Added: the manner in which the information is disclosed;
and (8) the review and approval of related party transactions and conflicts of interest in accordance with the terms of our partnership agreement.
4 unchanged sentences
(1) the audit committee reviewed and discussed our audited financial statements for the year ended December 31, 2021 with management;
−Removed: (2) the audit committee has discussed with our independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU§380);
−Removed: (3) the audit committee has received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No.
+Added: (2) the audit committee has discussed with our independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;
+Added: (3) the audit committee has received the written disclosures and the letter from the independent accountants required by the applicable requirements of the PCAOB regarding the independent accountant’s communication with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence;
and (4) based on the review and discussions referred to in clauses (1), (2) and (3) above, the audit committee recommended to the board of directors that our audited financial statements for the year ended December 31, 2021 be included in this Report.
This report is provided by the following independent directors, who constitute the audit committee:
−Removed: Denise Barton
Code of Ethics and Business Conduct
−Removed: Icahn Enterprises GP’s board of directors has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.
−Removed: A copy of the Code of Business Conduct and Ethics is available on our website at www.ielp.com/corporate-governance and may be obtained without charge by writing to Icahn Enterprises L.P., 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, Attention:
+Added: Icahn Enterprises GP’s board of directors has adopted a Code of Ethics and Business Conduct applicable to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.
+Added: A copy of the Code of Ethics and Business Conduct is available on our website at www.ielp.com/corporate-governance and may be obtained without charge by writing to Icahn Enterprises L.P., 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, Attention:
Investor Relations.
Nasdaq Corporate Governance Compliance
−Removed: Pursuant to Rule 5615(a)(4)(J) of the Nasdaq corporate governance requirements, in the event that an executive officer of Icahn Enterprises’ or Icahn Enterprises Holdings’, or a person performing an equivalent role, becomes aware of any noncompliance with Nasdaq’s corporate governance requirements, he or she is required to provide prompt notice to Nasdaq of such noncompliance.
+Added: Pursuant to Rule 5615(a)(4)(J) of the Nasdaq corporate governance requirements, in the event that an executive officer of Icahn Enterprises’, or a person performing an equivalent role, becomes aware of any noncompliance with Nasdaq’s corporate governance requirements, he or she is required to provide prompt notice to Nasdaq of such noncompliance.
As of February 25, 2022, we believe that we are compliant with Nasdaq’s corporate governance requirements.
2 unchanged sentences
Icahn serves as our Chairman and Mr.
−Removed: Cozza serves as our Chief Executive Officer.
+Added: Willetts serves as our Chief Executive Officer.
The Chairman is responsible for organizing the board of directors and setting its agenda and priorities.
1 unchanged sentence
The Chief Executive Officer is accountable directly to the board of directors, including the Chairman, and has day-to-day responsibility, in consultation with our Chairman, for general oversight of our business segments.
−Removed: Our business segments are operated through subsidiaries with their own management teams, including boards of directors, responsible for the day-to-day operations of those businesses.
+Added: Our business segments are operated through subsidiaries with their own management teams, including boards of directors,
+Added: responsible for the day-to-day operations of those businesses.
We believe that our leadership structure is appropriate for our holding company structure as it enhances our corporate governance and company oversight by separating responsibilities between the Chief Executive Officer and Chairman.
3 unchanged sentences
The board of directors administers its risk oversight responsibilities through its Chief Executive Officer and its Chief Financial Officer, who, together with our Chief Auditor and management representatives of each of our operating subsidiaries, review and assess the operations of the businesses as well as each respective management’s identification, assessment and mitigation of the material risks affecting our operations.
−Removed: The board of directors met ten times during 2020, including four regularly scheduled meetings and six special meetings.
+Added: The board of directors met seven times during 2021, including four regularly scheduled meetings and three special meetings.
All of the directors who served during all of 2021 attended at least 75% of the total meetings of the board of directors and each of its committees on which such director served.
−Removed: Delinquent Section 16(a) Reports
−Removed: Section 16(a) of the Exchange Act, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and Annual Reports concerning their ownership, of common stock and other of our equity securities on Forms 3, 4, and 5, respectively.
−Removed: Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.
−Removed: In July 2020, Mr.
−Removed: Papapostolou filed a Form 3 with the SEC, which was not timely filed following his designation as officer of Icahn Enterprises in March 2020 as required by Section 16(a) of the Exchange Act.
−Removed: Papapostolou did not have any transactions to report and has not been required to file any other reports with the SEC.
Executive Compensation
1 unchanged sentence
Icahn Enterprises is a master limited partnership (“MLP”) and is not subject to the proxy solicitation rules as required by section 14A of the Exchange Act or §240.14a-20.
−Removed: Furthermore, because Icahn Enterprises has not ever been a TARP recipient, as defined in section 111(a)(3) of the Emergency Economic Stabilization Act of 2008, it is not subject to §240.14a-20.
−Removed: As an MLP, pursuant to Icahn Enterprises’ partnership agreement, the general partner, Icahn Enterprises
−Removed: GP, has exclusive management powers over the business and affairs of Icahn Enterprises.
+Added: As an MLP, pursuant to Icahn Enterprises’ partnership agreement, the general partner, Icahn Enterprises GP, has exclusive management powers over the business and affairs of Icahn Enterprises.
That is, Icahn Enterprises GP’s stockholders have the right to elect members of Icahn Enterprises GP’s board of directors, who, in turn, elect the officers of Icahn Enterprises.
4 unchanged sentences
Icahn, Chairman of the Board
−Removed: ● Keith Cozza, President and Chief Executive Officer(2)
−Removed: ● SungHwan Cho, Chief Financial Officer(3)
−Removed: ● Ted Papapostolou, Chief Accounting Officer
−Removed: ● Peter Reck, Chief Accounting Officer(4)
−Removed: (1) In addition, Mr.
−Removed: Icahn serves as Chief Executive Officer of our subsidiary, Icahn Capital LP and of the Investment Funds.
−Removed: (2) In addition, Mr.
−Removed: Cozza also serves as the Chief Operating Officer of Icahn Capital LP, serves as director of Icahn Enterprises and Icahn Enterprises Holdings and holds officer and/or director positions at certain of our other subsidiaries.
−Removed: (3) In addition, Mr.
−Removed: Cho serves as a director of Icahn Enterprises and Icahn Enterprises Holdings.
−Removed: Reck served as Chief Accounting Officer until March 31, 2020, at which time his employment with us ended.
+Added: ● David Willetts, President and Chief Executive Officer
+Added: ● Ted Papapostolou, Chief Financial Officer and Chief Accounting Officer
+Added: ● Aris Kekedjian, Former President and Chief Executive Officer (1)
+Added: ● Keith Cozza, Former President and Chief Executive Officer (2)
+Added: ● SungHwan Cho, Former Chief Financial Officer (3)
+Added: Kekedjian served as President and Chief Executive Officer from May 10, 2021 until November 5, 2021, after which time he was no longer employed with us.
+Added: Cozza served as President and Chief Executive Officer until May 10, 2021 and continued to be employed by us until May 28, 2021.
+Added: In addition, during his employment with us, Mr.
+Added: Cozza also served as the Chief Operating Officer of Icahn Capital LP, served as director of Icahn Enterprises and held officer and/or director positions at certain of our other subsidiaries.
+Added: Cho served as Chief Financial Officer and as a director of Icahn Enterprises until June 18, 2021, after which time he was no longer employed with us.
The discussion below is intended to help you understand the detailed information provided in the table and put that information into context within our overall compensation program.
2 unchanged sentences
The key compensation package provided to our named executive officers consists of (i) base salary, (ii) incentive compensation and (iii) other benefits.
−Removed: The key compensation provided to our named executive officers for 2020 consisted of salary and bonuses.
+Added: The key compensation provided to our named executive officers for 2021 consisted of salary, bonuses and deferred unit awards.
See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2021.
−Removed: Executive compensation levels and bonuses are established based upon the recommendation of our chairman, which are discussed with members of the board.
−Removed: The board of directors does not delegate the authority to establish executive officer compensation to any other person and has not retained any compensation consultants to determine or recommend the amount or form of executive and director compensation.
+Added: Executive compensation levels are established based upon the recommendation of our Chairman, which are discussed with members of the Board.
+Added: The Board does not delegate the authority to establish executive officer compensation to any other person and has not retained any compensation consultants to determine or recommend the amount or form of executive and director compensation.
Compensation Philosophy and Objectives
2 unchanged sentences
At the same time, we seek to optimize and manage compensation costs.
−Removed: The primary components of our executive compensation are base salary and, except as otherwise indicated, annual bonus, payable in cash.
+Added: The primary components of our executive compensation are base salary and annual bonus, payable in cash, and deferred unit awards.
Base salary is paid for ongoing performance throughout the year and is determined based on job function and each executive’s contribution to our performance and achievement of our overall business objectives.
Our annual bonuses are intended to reward particular achievement during the year, motivate future performance and attract and retain highly qualified key employees.
+Added: Deferred unit awards are also provided to motivate future performance and retain highly qualified key employees.
Determination of Appropriate Pay Levels
9 unchanged sentences
As we are a limited partnership and a controlled entity under the Nasdaq listing rules, our status as an MLP exempts us from certain corporate governance rules, including the requirement to maintain a compensation committee.
−Removed: In 2020, the total compensation granted to named executive officers was in the form of cash compensation.
Compensation Components
7 unchanged sentences
bonuses are discretionary.
−Removed: In addition, in order that we remain competitive in
−Removed: the marketplace, we may review market information regarding pay practices in the real estate and finance industries generally in determining bonuses.
+Added: In addition, in order that we remain competitive in the marketplace, we may review market information regarding pay practices in the finance industries generally in determining bonuses.
Generally, bonuses are determined by various factors, including, but not limited to, the achievement of financial goals and other Company goals that are determined to be critical to the success of the Company, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork for each individual.
−Removed: For 2020, Mr.
−Removed: Cozza was paid a discretionary bonus of $5,000,000, Mr.
−Removed: Cho received a discretionary bonus of $1,700,000 and Mr.
−Removed: Papapostolou received a discretionary bonus of $100,000.
+Added: Deferred Unit Awards
+Added: For 2021, Messrs.
+Added: Willets, Papapostolou and Kekedjian were our only named executive officers who were granted deferred unit awards under our 2017 Incentive Plan.
+Added: Deferred unit awards are granted to key employees in order to align the interests of executives with our unitholders, provide competitive financial incentives and to promote continuity of management.
401(k) Plan and Other Benefits
For 2021, Messrs.
−Removed: Cozza, Cho, Papapostolou and Reck were our only named executive officers participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2020.
+Added: Willets, Papapostolou, Kekedjian, Cozza, and Cho were our only named executive officers participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2021.
The matching contributions for the respective named executive officer in 2020 are disclosed in our Summary Compensation Table under “All Other Compensation” and in the related footnote.
8 unchanged sentences
Health and PTO benefits help ensure that we have a productive and focused workforce.
−Removed: The total value of all perquisites and personal benefits (exclusive of 401(k) Plan matching contributions) provided to each of our named executive officers for 2020, 2019 and 2018 was less than $10,000 per person, except for Mr.
−Removed: Icahn, for whom perquisites and other benefits are identified in the Summary Compensation Table under the “All Other Compensation” column and in related footnotes.
+Added: The total value of all perquisites and personal benefits (exclusive of 401(k) Plan matching contributions) provided to each of our named executive officers for 2021, 2020 and 2019 was less than $10,000 per person.
CEO Pay Ratio
Our Chief Executive Officer to median employee pay ratio (“CEO Pay Ratio”) is calculated in accordance with Regulation S-K.
−Removed: We determined that we are permitted by Regulation S-K to use the same median employee for 2020 as was identified previously using initial data as of December 31, 2018, which used total cash compensation (inclusive of any bonuses) as our compensation measure.
−Removed: We elected to use the prior data as we have not had significant changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our CEO Pay Ratio disclosure.
+Added: To determine our Chief Executive Officer pay ratio and our median employee, we utilized data as of December 31, 2021 (the "Determination Date").
+Added: As of the Determination Date, we and our consolidated subsidiaries employed approximately 19,500 full-time, part- time, temporary and seasonal employees, of which approximately 19% were employed internationally.
+Added: From this population of employees, as permitted by Regulation S-K, we excluded all employees (totaling 386 employees) located in the following countries, which represented approximately 2.0% of our total employee population:
+Added: Number of Employees
+Added: We identified the median employee by examining the 2021 total cash compensation (inclusive of any bonuses) for all individuals, excluding our Chief Executive Officer, who were employed by us on the Determination Date.
We believe that the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees or other forms of non-cash compensation.
1 unchanged sentence
We did not utilize any sampling methods and we did not make any assumptions, adjustments, or estimates with respect to total cash compensation, except to annualize full-time and part-time employees who were hired during the period and to translate any compensation measured in a foreign currency to U.S.
−Removed: The median employee identified in the prior year continued to be actively employed as of December 31, 2020.
−Removed: The annual compensation for such employee was calculated using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table below.
−Removed: Our Chief Executive Officer’s total annual compensation for 2020 was $6,511,588.
+Added: After identifying the median employee based on total cash compensation, we calculated the total annual compensation for such employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table below.
+Added: Our Chief Executive Officer at December 31, 2021 was David Willets who served as Chief Executive Officer since November 7, 2021 and who previously served as Chief Financial Officer from June 2021 until November 7, 2021.
+Added: Prior to this, Aris Kekedjian and Keith Cozza separately served as Chief Executive Officer during 2021, and received compensation of different amounts and comprised of different components.
+Added: For purposes of this CEO Pay Ratio determination, we have elected to annualize Mr.
+Added: Willetts’ total compensation based on his base salary, target bonus and grant date fair value of deferred unit award amount in effect at December 31, 2021 as we feel this most appropriately reflects the compensation level of our current Chief Executive Officer at such time and going forward.
+Added: Our Chief Executive Officer’s total annual compensation for 2021, based on the above, was $6,301,741.
The median employee’s total annual compensation for 2021 was $36,853.
3 unchanged sentences
The board of directors has reviewed and discussed the Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K with management.
−Removed: Based on that review and discussion, the board of directors recommended that the Compensation Disclosure and Analysis be included in this Report.
+Added: Based on that
+Added: review and discussion, the board of directors recommended that the Compensation Disclosure and Analysis be included in this Report.
This report is provided by the board of directors:
−Removed: Sung Hwan Cho
+Added: David Willets
+Added: Ted Papapostolou
Michael Nevin
10 unchanged sentences
Chairman of the Board
+Added: David Willetts (3)
+Added: President and Chief Executive Officer
+Added: Ted Papapostolou (4)
+Added: Chief Financial Officer and Chief Accounting Officer
+Added: Aris Kekedjian (5)
+Added: President and Chief Executive Officer
Keith Cozza (6)
2 unchanged sentences
Chief Financial Officer
−Removed: Ted Papapostolou (6)
−Removed: Chief Accounting Officer
−Removed: Peter Reck (7)
−Removed: Chief Accounting Officer
(1) Pursuant to applicable regulations, certain columns of the Summary Compensation Table have been omitted, as there has been no compensation awarded to, earned by or paid to any of the named executive officers by us, any of our subsidiaries or by Icahn Enterprises GP, which was subsequently reimbursed by us, required to be reported in those columns.
3 unchanged sentences
Icahn does not receive director fees from us.
−Removed: (3) Represents other compensation paid to the following named executive officers:
−Removed: Icahn, $13,681, $13,681 and $29,499, in medical and dental benefits for 2020, 2019 and 2018, respectively;
−Removed: $955 in life insurance paid by us for each of 2020, 2019 and 2018;
−Removed: and in his capacity as the Chairman of the Board of Federal-Mogul, $35,688, representing the incremental cost of Mr.
−Removed: Icahn’s personal use of Federal-Mogul’s corporate aircraft for 2018.
−Removed: Icahn received no fees or compensation from Federal-Mogul for 2018, other than the use of the corporate aircraft as discussed above.
−Removed: The calculation of incremental cost for the personal use of Federal-Mogul’s corporate aircraft includes the variable costs incurred as a result of personal flight activity, which are comprised of a portion of ongoing maintenance and repairs, aircraft fuel, airport fees, catering, and fees and travel expenses for the flight crew.
−Removed: The use of the aircraft for personal use by Mr.
−Removed: Icahn was approved by the board of directors and the Compensation Committee of Federal-Mogul;
−Removed: Cozza, $8,906, $9,063 and $8,438 in matching contributions under our 401(k) Plan for 2020, 2019 and 2018, respectively;
−Removed: $1,726, $1,326 and $1,326 in medical and dental benefits paid by us for 2020, 2019 and 2018, respectively;
−Removed: $955 in life insurance premiums paid by us for each of 2020, 2019 and 2018;
−Removed: Cho, $8,906, $9,063 and $8,438 in matching contributions under our 401(k) Plan for 2020, 2019 and 2018, respectively;
−Removed: $1,726, $1,326 and $1,326 in medical and dental benefits paid by us for 2020, 2019 and 2018, respectively;
−Removed: $955 in life insurance premiums paid by us for each of 2020, 2019 and 2018;
−Removed: Papapostolou, $8,906 in matching contributions under our 401(k) Plan for 2020;
−Removed: $1,726 in medical and dental benefits paid by us for 2020;
−Removed: $597 in life insurance premiums paid by us for 2020;
−Removed: Reck, $8,906,
−Removed: $8,827 and $8,655 in matching contributions under our 401(k) Plan for 2020, 2019 and 2018, respectively;
−Removed: $486, $742 and $742 in medical and dental benefits paid by us for 2020, 2019 and 2018, respectively;
−Removed: and $188, $755 and $755 in life insurance premiums paid by us for 2020, 2019 and 2018, respectively.
−Removed: Icahn did not participate in the 401(k) plan during 2020, 2019 and 2018 and thus did not receive any matching contributions for those fiscal years.
−Removed: (4) In addition to Mr.
−Removed: Cozza’s role as President and Chief Executive Officer of Icahn Enterprises and Icahn Enterprises Holdings, he serves as the Chief Operating Officer of Icahn Capital LP and holds officer and/or director positions at certain of our other subsidiaries.
−Removed: During 2020, Mr.
−Removed: Cozza received a salary of $1,500,000 and a bonus of $5,000,000, which was determined based on various factors, including, but not limited to, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.
+Added: Willetts served as Chief Executive Officer since November 7, 2021 and Chief Financial Officer from June 18, 2021 until November 7, 2021.
For 2021, Mr.
−Removed: Cho received a salary of $840,000 and a bonus of $1,700,000, which was determined based on various factors, including, but not limited to overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.
+Added: Willetts received a salary of $428,654 and a bonus of $887,535, which was determined based on various factors, including, but not limited to overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.
+Added: In addition, Mr.
+Added: Willetts received a deferred unit award based on a grant date fair value of $3,750,000, which vests three years after grant.
+Added: Willetts’ all other compensation for 2021 consists of $1,263 for medical and dental benefits and $478 for life insurance premiums.
+Added: Papapostolou served as Chief Financial Officer since November 7, 2021 and Chief Accounting Officer for all of 2021.
For 2021, Mr.
Papapostolou received a salary of $271,000 and a bonus of $100,000, which was determined based on various factors, including, but not limited to overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.
+Added: In addition, Mr.
+Added: Papapostolou received a deferred unit award based on a grant date fair value of $1,650,000, which vests three years after grant.
+Added: Papapostolou’s all other compensation for 2021 consists of $9,063 in matching contributions under our 401(k) Plan, $1,572 for medical and dental benefits and $616 for life insurance premiums.
+Added: Kekedjian served as Chief Executive Officer from May 10, 2021 until November 5, 2021.
For 2021, Mr.
−Removed: Reck received a salary of $120,271, which represents his salary for the period through March 31, 2020.
+Added: Kekedjian received a salary of $899,072 and a bonus of $1,090,411.
+Added: In addition, Mr.
+Added: Kekedjian received a deferred unit award based on a grant date fair value of $7,500,000, which vests three years after grant, however, upon his departure on November 5, 2021, Mr.
+Added: Kekedjian received compensation of $1,366,639 for the pro-rata share of deferred units.
+Added: Kekedjian’s all other compensation for 2021 consists of $943 for medical and dental benefits and $398 for life insurance premiums.
+Added: Cozza served as Chief Executive Officer until May 10, 2021.
+Added: During 2021, Mr.
+Added: Cozza received a salary of $856,904 and a bonus of $2,083,333.
+Added: Cozza’s all other compensation for 2021 consists of $9,063 in matching contributions under our 401(k) Plan, $1,726 for medical and dental benefits and $955 for life insurance premiums.
+Added: Cho served as Chief Financial Officer until June 18, 2021.
+Added: For 2021, Mr.
+Added: Cho received a salary of $669,581 and a bonus of $697,531.
+Added: Cho’s all other compensation for 2021 consists of $9,063 in matching contributions under our 401(k) Plan, $1,726 for medical and dental benefits and $955 for life insurance premiums.
Each of our executive officers may perform services for affiliates of Mr.
5 unchanged sentences
There are no other family relationships between or among any of our directors and/or executive officers.
−Removed: Employment Agreements
+Added: Grants of Plan Based Awards
+Added: The following table sets forth information in respect of the deferred unit awards granted to each of our named executive officers for 2021 under the 2017 Incentive Plan.
+Added: Estimated Future Payout Under Equity Incentive Plan Awards
+Added: David Willetts
+Added: Ted Papapostolou
+Added: Aris Kekedjian
+Added: Outstanding Equity Awards at Fiscal Year End 2021
+Added: The following table sets forth information in respect of outstanding equity awards held by each of our named executive officers as of December 31, 2021 under the 2017 Incentive Plan.
+Added: All awards below are cash-settled deferred unit awards that cliff vest three years from the date of grant.
+Added: Equity Awards That Have Not Vested
+Added: David Willetts
+Added: Ted Papapostolou
+Added: There were no awards that vested during 2021 for our named executive officers.
+Added: Employment Arrangements
+Added: On December 9, 2021, Icahn Enterprises entered into an offer letter with David Willetts.
+Added: Pursuant to the letter agreement with Mr.
+Added: Willets, during his term of employment, Mr.
+Added: Willets will be paid a base salary at the rate of $1,000,000 per annum.
+Added: Willets will be eligible to receive an annual discretionary cash bonus with a target amount of $1,550,000.
+Added: Willets also received a grant as of December 9, 2021 of 69,498 deferred depositary units of Icahn Enterprises under the Icahn Enterprises 2017 Long-Term Incentive Plan (“LTIP”), determined by dividing $3,750,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date.
+Added: The deferred depositary units will cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).
+Added: In addition, if Mr.
+Added: Willets’ employment is terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the event of death) will be entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units will become immediately vested and the remaining portion of the grant will be forfeited.
+Added: On December 9, 2021, Icahn Enterprises entered into an offer letter with Ted Papapostolou.
+Added: Pursuant to the letter agreement with Mr.
+Added: Papapostolou, during his term of employment, Mr.
+Added: Papapostolou will be paid a base salary at the rate of $550,000 per annum.
+Added: Papapostolou will be eligible to receive an annual discretionary cash bonus with a target amount of $100,000.
+Added: Papapostolou also received a grant of 30,579 deferred depositary units of Icahn Enterprises as of December 9, 2021 under the LTIP, determined by dividing $1,650,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date.
+Added: The deferred depositary units will cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).
+Added: In addition, in the event that Mr.
+Added: Papapostolou’s employment is terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the case of death) will be entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units will become immediately vested and the remaining portion of the grant will be forfeited.
On December 20, 2019, Icahn Enterprises entered into an employment agreement (the “Employment Agreement”) with Keith Cozza, pursuant to which Mr.
−Removed: Cozza will continue to serve as the President and Chief Executive Officer of Icahn Enterprises, Icahn Enterprises Holdings and Icahn Enterprises GP, the general partner of Icahn Enterprises and Icahn Enterprises Holdings, effective January 1, 2020 until May 31, 2021 unless sooner terminated as provided in the Employment Agreement.
−Removed: Cozza will continue to be, among other things, principally responsible for overseeing portfolio company operations and involved with acquisitions, dispositions and financings engaged in by Icahn Enterprises, Icahn Enterprises Holdings and its subsidiaries.
+Added: Cozza served as the President and Chief Executive Officer of Icahn Enterprises and Icahn Enterprises GP, the general partner of Icahn Enterprises, effective January 1, 2020 until May 31, 2021.
During his term of employment under the Employment Agreement, Mr.
−Removed: Cozza will be paid a base salary at the rate of $1,500,000 per annum, payable every two weeks.
+Added: Cozza was entitled to be paid a base salary at the rate of $1,500,000 per annum, payable every two weeks.
Subject to the terms of the Employment Agreement, Mr.
−Removed: Cozza will receive an annual cash bonus payment of $5,000,000 for calendar year 2020 and $2,083,333.34 for the period between January 1, 2021 to May 31, 2021.
−Removed: We do not currently have an employment agreement with any of our other named executive officers.
−Removed: Stock Award, Option and Non-Equity Incentive Plans
−Removed: Our named executive officers are not granted any stock award or awards under the 2017 Incentive Plan and do not participate in any non-equity incentive plans.
+Added: Cozza received an annual cash bonus payment of $5,000,000 for calendar year 2020 and $2,083,333.34 for the period between January 1, 2021 to May 31, 2021.
Potential Payments Upon Termination or Change in Control
−Removed: We did not have any employment agreements or other arrangements pursuant to which any of our named executive officers would have received potential payments upon a termination or change in control as of December 31, 2020.
−Removed: As noted above, on December 20, 2019, Icahn Enterprises entered into the Employment Agreement with Mr.
−Removed: Cozza, which provides that, in the event that Mr.
−Removed: Cozza is terminated by Icahn Enterprises without Cause (as defined below) or terminates his employment for Good Reason (as defined below), he shall be entitled to payment by Icahn Enterprises of a pro-rata portion of any unpaid bonus for the calendar year of the termination, payable in a lump sum within 5 business days of the effective date of such termination.
−Removed: As noted above under “Employment Agreements”, the amount of the bonus for Mr.
−Removed: Cozza for calendar year 2020 is $5,000,000, and the amount of the bonus for the period between January 1, 2021 to May 31,2021 is $2,083,333.34.
−Removed: Cozza is terminated by Icahn Enterprises without Cause or terminates his employment for Good Reason, in either case, during the 2021 calendar year, the pro-rata portion of Mr.
−Removed: Cozza’s bonus will be determined based on the number of days elapsed during calendar year 2021 prior to the effective date of such termination over the total number of calendar days from January 1, 2021 through May 31, 2021 (and not, for the avoidance of doubt, through December 31, 2021).
−Removed: For purposes of the Employment Agreement, “Cause” generally means (i) conduct by Mr.
−Removed: Cozza in any manner that violates any law, rule or regulation in any material respect, as a result of any wrongful or improper act, but, in each case, only to the extent that Mr.
−Removed: Cozza’s conduct results in his conviction of a felony in a United States federal court or state court of law, or (ii) a material breach by Mr.
−Removed: Cozza of the Employment Agreement which is not cured within 5 business days following written notice.
−Removed: For purposes of the Employment Agreement, “Good Reason” generally means (i) a material breach of the terms of the Employment Agreement by Icahn Enterprises, or (ii) a material change in the duties assigned to Mr.
−Removed: Cozza which are so different in responsibility and scope so as to be materially adverse to Mr.
−Removed: Cozza to the extent that Mr.
−Removed: Cozza acting reasonably would be demeaned by such change, in each case, which is not cured within 5 business days following written notice.
+Added: We did not have any employment agreements or other arrangements pursuant to which any of our named executive officers would have received potential payments upon a termination or change in control as of December 31, 2021 except for that disclosed above.
+Added: Willets, Papapostolou do not, and Mr.
+Added: Kekedjian did not, have employment agreements.
+Added: However, Messrs.
+Added: Willets, Papapostolou are, and Messrs.
+Added: Kekedjian and Cozza were, eligible for certain payments in the event of involuntary termination (other than for cause, as defined in our severance policy), which generally provide for a pro-rated cash bonus and an acceleration of unvested deferred unit awards (also pro-rated) at the time of termination.
+Added: As of December 31, 2021, Messrs.
+Added: Willets and Papapostolou would have potential payouts of unvested deferred unit awards with a market value of approximately $40,916 and $30,467, respectively, if they were involuntarily terminated on December 31, 2021 and otherwise eligible for payment.
+Added: During 2021, Mr.
+Added: Kekedjian resigned as Chief Executive
+Added: Officer of the Company.
+Added: Pursuant to the terms of the separation agreement between Mr.
+Added: Kekedjian and Icahn Enterprises, Mr.
+Added: Kekedjian will be entitled to any payments due to him under his Offer Letter previously entered into with Icahn Enterprises, dated April 4, 2021 (the “Offer Letter”), based on a termination without cause.
+Added: Accordingly, pursuant to the Separation Agreement, Mr.
+Added: Kekedjian will be entitled to (a) a lump sum payment in the amount of $1,090,411, less applicable tax and payroll withholdings, which represents the payment of his pro-rated bonus for 2021 in accordance with the terms of the Offer Letter (b) vesting of 23,506 deferred units (the “Vested Units”) granted under the Deferred Unit Agreement pursuant to the Icahn Enterprises L.P.
+Added: 2017 Long-Term Incentive Plan, less applicable tax and payroll withholdings, which represents the pro-rated vesting of deferred units pursuant to the terms of the Offer Letter and the award agreement with respect to the Vested Units (the “Award Agreement”) and may be settled in units or cash, and (c) a lump sum payment of $141,036, less applicable tax and payroll withholdings, which represents the cash distribution equivalents with respect to the Vested Units payable under the Award Agreement.
+Added: Payment of these amounts and receipt of these benefits is subject to Mr.
+Added: Kekedjian’s execution and non-revocation of the Separation Agreement.
+Added: Accordingly, Mr.
+Added: Kekedjian was eligible, and subsequently received payment, for unvested deferred unit awards with a market value of $1,366,639, inclusive of a cash payment for LP unit distribution equivalents.
+Added: Cozza resigned as Chief Executive Officer during 2021 and upon his departure from the Company, in accordance with this employment agreement, he received a pro-rated cash bonus in the amount of $2,083,333.
+Added: Cho resigned as Chief Financial Officer during 2021 and upon his departure from the Company, he received a pro-rated cash bonus in the amount of $697,531.
Director Compensation
The following table provides compensation information for our directors in 2021, except for Messrs.
−Removed: Icahn, Cho and Cozza.
+Added: Icahn, Willets and Papapostolou, as well as Messrs.
+Added: Cozza, Kekedjian and Cho.
Compensation received by Messrs.
−Removed: Icahn, Cho and Cozza is included in the Summary Compensation Table.
−Removed: Icahn, Cho and Cozza did not receive compensation for serving on our board of directors.
+Added: Icahn, Willets and Papapostolou is included in the Summary Compensation Table.
+Added: Icahn, Willets and Papapostolou did not receive compensation for serving on our Board.
Fees Earned or
1 unchanged sentence
Denise Barton
−Removed: Each director will hold office until his successor is elected and qualified.
−Removed: Wasserman has resigned as a director and chairman of the audit committee effective as of February 27, 2020.
−Removed: Mongillo was appointed to serve as director in March 2020 to fill the vacancy created by the departure of Mr.
−Removed: During 2020, the fees earned or paid in cash for Ms.
−Removed: Barton and Messrs.
−Removed: Krongard, Mongillo and Wasserman, were in respect of their services rendered as members of our board of directors.
−Removed: With respect to Mr.
−Removed: Wasserman, the fees earned or paid in cash included $5,000 for serving as the chairman of the audit committee, pro-rated through the date of his departure on February 27, 2020.
+Added: During 2021, the fees earned or paid in cash for Messrs.
+Added: Mongillo and Krongard and Mses.
+Added: Barton and Dunlap, were in respect of their services rendered as members of our Board.
With respect to Ms.
−Removed: Barton, the fees earned or paid in cash included $5,000 for serving as the chairman of the audit committee, pro-rated from date of her appointment as chairman of the audit committee on February 27, 2020.
+Added: Barton, the fees earned or paid in cash included $5,000 for serving as the chairman of the audit committee, pro-rated through April 23, 2021, the date she ceased serving on the audit committee.
+Added: With respect to Mr.
+Added: Mongillo, the fees earned or paid in cash included $5,000 for serving as the chairman of the audit committee, pro-rated from date of his appointment as chairman of the audit committee on April 23, 2021.
Brett Icahn and Mr.
4 unchanged sentences
Icahn, owned 257,047,260 of Icahn Enterprises’ depositary units, or approximately 88% of Icahn Enterprises’ outstanding depositary units.
−Removed: In accordance with the listing rules of Nasdaq, Icahn Enterprises’ status as a limited partnership affords Icahn Enterprises an exemption from certain corporate governance requirements which includes an exemption from the requirement to have compensation and nominating committees consisting entirely of independent directors.
+Added: In accordance with the listing rules of Nasdaq, Icahn Enterprises’ status as a limited partnership affords Icahn Enterprises an exemption from certain corporate governance requirements which includes an exemption from the requirement to have compensation and nominating
+Added: committees consisting entirely of independent directors.
Icahn Enterprises GP’s board of directors presently consists of three independent directors and the audit committee consists entirely of independent directors.
−Removed: The affirmative vote of unitholders holding more than 75% of the total number of all depositary units then outstanding, including depositary units held by Icahn Enterprises GP and its affiliates, is required to remove Icahn Enterprises GP.
+Added: Icahn is currently an at will employee serving as Chairman of the Board of Icahn Enterprises GP, Chairman of the Board and Chief Executive Officer of Icahn Capital LP and Chief Executive Officer of the Investment Funds, for which he currently receives an annual base salary of $1 per annum.
+Added: Icahn does not receive director fees from us.
+Added: The affirmative vote of unitholders holding more than 75% of the total number of all depositary units then outstanding, including depositary units held by Icahn Enterprises GP and its affiliates, is required to remove Icahn Enterprises GP as the general partner of Icahn Enterprises.
Thus, since Mr.
6 unchanged sentences
Icahn, through affiliates, will have effective control over such approval rights.
−Removed: The following table provides information, as of February 26, 2021, as to the beneficial ownership of the depositary units for each director of Icahn Enterprises GP and all directors and executive officers of Icahn Enterprises GP, as a group.
+Added: The following table provides information, as of February 25, 2022, as to the beneficial ownership of the depositary units for each director and named executive officer of Icahn Enterprises GP and all directors and named executive officers of Icahn Enterprises GP, as a group.
Except for Mr.
5 unchanged sentences
Percent of Class
+Added: (a) (b) (c)
+Added: David Willetts
Ted Papapostolou
1 unchanged sentence
Denise Barton
+Added: Arik Kekedjian
All Directors and Executive Officers as a Group (nine persons)
1 unchanged sentence
(a) The foregoing is exclusive of a 1.99% ownership interest which Icahn Enterprises GP holds by virtue of its 1% general partner interest in each of us and Icahn Enterprises Holdings.
−Removed: (b) Based on a Schedule 13D/A filed with the SEC on December 30, 2020 by CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC, Thornwood Associates Limited Partnership, Barberry Corp., Starfire Holding Corporation and Little Meadow Corp.
+Added: (b) Based on a Schedule 13D/A filed with the SEC on December 27, 2021 by CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC, Thornwood Associates Limited Partnership, Barberry Corp., Starfire Holding Corporation, Little Meadow Corp.
Icahn, by virtue of his relationship to such entities, may be deemed to beneficially own such Depositary Units.
Icahn disclaims beneficial ownership of such Depositary Units except to the extent of his pecuniary interest therein.
+Added: The principal business address of Mr.
+Added: Icahn and the other filers of the Schedule 13D/A is 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160.
+Added: (c) Includes 167,658,659 depositary units pledged as collateral to secure certain personal indebtedness.
+Added: The number of depositary units pledged to secure these loans fluctuates in certain years and from time to time as a result of changes in the amount of outstanding principal amount of the loans, the market price of the depositary units, and other factors.
+Added: Icahn has advised that he and his affiliates have sufficient additional assets to satisfy any obligations pursuant to these loans without recourse to the depositary units, he has no need or intention to allow foreclosure on such collateral, and that he is current on all principal and interest payments with respect to the loans, and there has never been an event of default or a default under any of the loans.
+Added: (d) Based on the most recent Form 4 filed with the SEC prior to the departure of each of Messrs.
+Added: Cozza and Cho and based on the number of units distributed to Mr.
+Added: Kekedjian in accordance with his settlement agreement.
Securities Authorized for Issuance Under Equity Compensation Plans
+Added: Number of Securities
+Added: Remaining Available for
+Added: Number of Securities
+Added: Weighted-Average
+Added: Future Issuance Under
+Added: Issued Upon Exercise of
+Added: Exercise Price of
+Added: Equity Compensation
+Added: Outstanding Options,
+Added: Outstanding Options,
+Added: Plans (Excluding Securities
+Added: Warrants and Rights
+Added: Warrants and Rights
+Added: Reflected in Column (a))
+Added: Plan Category
+Added: 2017 Incentive Plan
During the first quarter of 2017, the board of directors of the general partner of Icahn Enterprises unanimously approved and adopted the 2017 Incentive Plan, which became effective during the first quarter of 2017 subject to the approval by holders of a majority of Icahn Enterprises depositary units.
1 unchanged sentence
One million of Icahn Enterprises’ depositary units were initially available under the 2017 Incentive Plan.
−Removed: As of December 31, 2020, there were no securities to be issued upon the exercise of outstanding options, warrants or rights.
−Removed: The number of securities remaining available for future issuance under the 2017 Incentive Plan as of December 31, 2020 is 949,999 of Icahn Enterprises’ depositary units.
Certain Relationships and Related Transactions, and Director Independence
17 unchanged sentences
Depositary unitholders were given the option to make an election to receive the distributions in either cash or additional depositary units;
−Removed: if a holder did not make an election, it was automatically deemed to have elected to receive the distributions in cash.
+Added: if a holder did not make a timely election to receive cash, it was automatically deemed to have elected to receive the distributions in additional depositary units.
As a result of the above declared distributions, during 2021 we distributed an aggregate 36,875,398 of Icahn Enterprises’ depositary units to those depositary unitholders who elected to receive such distributions in additional depositary units, of which an aggregate of 35,297,798 depositary units were distributed to Mr.
Icahn and his affiliates.
−Removed: In connection with these distributions, aggregate cash distributions to all depositary unitholders was $516 million, of which $422 million relates to the distribution declared in the first quarter of 2020.
−Removed: Icahn and his affiliates have historically elected to receive their distributions in additional units;
−Removed: however, in the first quarter of 2020, they received their distribution in cash.
−Removed: For the distributions declared in the second, third and fourth quarters of 2020, Mr.
−Removed: Icahn and his affiliates elected to receive their distributions in additional units and cash distributions paid to other depositary unitholders was $30 million, $31 million and $33 million, respectively.
As a result, Mr.
4 unchanged sentences
On February 23, 2022, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $2.00 per depositary unit, which will be paid on or about April 27, 2022 to depositary unitholders of record at the close of business on March 18, 2022.
−Removed: Depositary unitholders will have until April 16, 2021 to make an election to receive either cash or additional depositary units;
−Removed: if a holder does not make an election, it will automatically be deemed to have elected to receive the distribution in additional depositary units.
+Added: Depositary unitholders will have until April 14, 2022 to make a timely election to receive either cash or additional depositary units.
+Added: If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units.
We may, on occasion, invest in securities in which entities affiliated with Mr.
2 unchanged sentences
Icahn and his affiliated entities may also invest in securities in which Icahn Enterprises and its consolidated subsidiaries invest.
−Removed: Icahn and his affiliates (excluding Icahn Enterprises and Icahn Enterprises Holdings), make investments in the Investment Funds.
−Removed: During 2020, Mr.
−Removed: Icahn and his affiliates (excluding us) contributed $1,241 million to the Investment Funds consisting primarily of in-kind investments previously held directly by Mr.
−Removed: Icahn and his affiliates (excluding us).
+Added: Icahn and his affiliates (excluding Icahn Enterprises), make investments in the Investment Funds.
As of December 31, 2021, the total fair market value of investments in the Investment Funds made by Mr.
−Removed: Icahn and his affiliates (excluding Icahn Enterprises and Icahn Enterprises Holdings) was approximately $5.0 billion, representing approximately 54% of the Investment Funds’ assets under management.
+Added: Icahn and his affiliates (excluding us and Brett Icahn) was approximately $5.0 billion, representing approximately 54% of the Investment Funds’ assets under management.
Other Related Party Transactions
5 unchanged sentences
During 2021, $15 million was allocated to the Investment Funds based on this expense-sharing arrangement.
−Removed: We and affiliates of Mr.
−Removed: Icahn had a significant non-controlling ownership interest in Hertz.
−Removed: During 2020, we and our subsidiaries had revenue from Hertz in the ordinary course of business of $20 million.
−Removed: In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a Master Motor Vehicle Lease and Management Agreement with Hertz, pursuant to which Hertz granted 767 Leasing the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sells vehicles to third parties.
+Added: In January 2018, we entered into a Master Motor Vehicle Lease and Management Agreement with Hertz, pursuant to which Hertz granted 767 Leasing the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sells vehicles to third parties.
Under this agreement, as amended, Hertz will lease the vehicles that 767 Leasing purchases from Hertz, or from third parties, under a mutually developed fleet plan and Hertz will manage, service, repair, sell and maintain those leased vehicles on behalf of 767 Leasing.
2 unchanged sentences
Our agreement with Hertz was unanimously approved by the independent directors of Icahn Enterprises’ audit committee.
−Removed: Due to the nature of our involvement with 767 Leasing, which includes Icahn Enterprises and Icahn Enterprises Holdings guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing is a variable interest entity.
−Removed: Furthermore, we determined that we are not the primary beneficiary as we do not have the power to direct the activities of 767 Leasing that most significantly impact its economic performance.
−Removed: Therefore, we do not consolidate the results of 767 Leasing.
−Removed: 767 Leasing is treated as a partnership for federal income tax purposes.
+Added: During 2021, this agreement was amended to commence the early disposition of vehicles owned by 767 Leasing.
+Added: As of December 31, 2021, substantially all of 767 Leasing’s assets were sold and its operations have ceased.
+Added: Due to the nature of our involvement with 767 Leasing, which included Icahn Enterprises guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing was a variable interest entity.
+Added: Furthermore, we determined that we were not the primary beneficiary as we did not have the power to direct the activities of 767 Leasing that most significantly impacted its economic performance.
+Added: Therefore, we did not consolidate the results of 767 Leasing.767 Leasing is treated as a partnership for federal income tax purposes.
For the year ended December 31, 2021, 767 Leasing distributed $36 million to us.
−Removed: As of December 31, 2020, we had an equity method investment in 767 Leasing of $40 million.
On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C.
2 unchanged sentences
Additionally, Brett Icahn will provide certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds.
−Removed: Subject to the terms of
−Removed: the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the agreement.
+Added: Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the agreement.
Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement, as discussed below.
19 unchanged sentences
In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.
−Removed: The current underfunded status of the pension plans of Viskase and ACF requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase or ACF controlled group, or if we make certain extraordinary dividends or stock redemptions.
+Added: The current underfunded status of the pension plans of Viskase and ACF requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase or ACF controlled group, or if we make
+Added: certain extraordinary dividends or stock redemptions.
The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events.
Starfire Holding Corporation (“Starfire”), which is 99.6% owned by Mr.
−Removed: Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may
−Removed: be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group.
+Added: Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group.
The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $250 million.
2 unchanged sentences
The board of directors of Icahn Enterprises GP has determined that we are a “controlled company” for the purposes of the Nasdaq’s listing rules and therefore are not required to have a majority of independent directors or to have compensation and nominating committees consisting entirely of independent directors.
−Removed: Nevertheless, we believe that Ms.
−Removed: Barton and Messrs.
−Removed: Krongard and Mongillo are “independent” as defined in the currently applicable listing rules of Nasdaq.
+Added: Nevertheless, we believe that Messrs.
+Added: Mongillo and Krongard and Ms.
+Added: Dunlap are “independent” as defined in the currently applicable listing rules of Nasdaq.
Barton and Messrs.
3 unchanged sentences
We include in the category of audit fees such services related to the audits of annual consolidated financial statements and internal controls, reviews of quarterly financial statements, reviews of reports filed with the SEC and other services, including services related to consents and registration statements filed with the SEC.
−Removed: We incurred $259,491 and $260,176 in audit-related fees and expenses from Grant Thornton LLP for 2020 and 2019, respectively, relating primarily to services provided in connection with employee benefit plans and certain other agreed upon procedures.
−Removed: We incurred $22,236 in tax-related fees and expenses for 2020 from Grant Thornton LLP for property tax compliance services and we did not incur any tax-related fees and expenses for 2019.
−Removed: Additionally, we incurred $14,155 in other fees and expenses for 2020 from Grant Thornton LLP relating to our Energy segment’s call option and we did not incur any other fees and expenses for 2019.
−Removed: In accordance with the Charter of the Audit Committee of the Board of Directors of Icahn Enterprises GP, the general partner of Icahn Enterprises and Icahn Enterprises Holdings, the audit committee is required to approve in advance any and all audit services and permitted non-audit services provided to Icahn Enterprises, Icahn Enterprises Holdings and their consolidated subsidiaries by their independent auditors (subject to the de minimis exception of Section 10A (i) (1) (B) of the ‘34 Act), all as required by applicable law or listing standards.
+Added: We incurred $1,466,373 and $259,491 in audit-related fees and expenses from Grant Thornton LLP for 2021 and 2020, respectively, relating primarily to services provided in connection with subsidiary carve-out financial statements and due diligence in 2021 and employee benefit plans and certain other agreed upon procedures for both 2021 and 2020.
+Added: We incurred $26,415 and $22,236 in tax-related fees and expenses for 2021 and 2020, respectively, from Grant Thornton LLP for property tax compliance services.
+Added: Additionally, we incurred $55,736 and $14,155 in other fees and expenses for 2021 and 2020, respectively, from Grant Thornton LLP relating to our Energy segment’s call option.
+Added: In accordance with the Charter of the Audit Committee of the Board of Directors of Icahn Enterprises GP, the general partner of Icahn Enterprises, the audit committee is required to approve in advance any and all audit services and permitted non-audit services provided to Icahn Enterprises and its consolidated subsidiaries by their independent auditors (subject to the de minimis exception of Section 10A (i) (1) (B) of the ‘34 Act), all as required by applicable law or listing standards.
All of the fees in 2021 and 2020 were pre-approved by the audit committee.
4 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income
−Removed: Consolidated Statement of Changes in Equity
−Removed: Consolidated Statements of Cash Flows
−Removed: Notes to Consolidated Financial Statements
−Removed: The following financial statements of Icahn Enterprises Holdings L.P., and subsidiaries, are included in Part II, Item 8 of this Report:
−Removed: Consolidated Balance Sheets
−Removed: Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income
+Added: Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statement of Changes in Equity
2 unchanged sentences
(a)(2) Financial Statement Schedules
−Removed: Schedule I - Condensed Financial Information of Parent (Icahn Enterprises L.P.)
−Removed: Schedule I - Condensed Financial Information of Parent (Icahn Enterprises Holdings L.P.)
+Added: Schedule I - Condensed Financial Information of Parent
All other financial statement schedules have been omitted because the required financial information is not applicable, immaterial or the information is shown in the consolidated financial statements or notes thereto.
23 unchanged sentences
Gain (loss) on extinguishment of debt
−Removed: Equity in (loss) income of subsidiaries
−Removed: Net (loss) income
+Added: Equity in loss of subsidiaries
Net (loss) income allocated to:
8 unchanged sentences
Cash flows from operating activities:
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash used in operating activities:
−Removed: Equity in loss (income) of subsidiary
−Removed: Loss (gain) on extinguishment of debt
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Equity in loss of subsidiary
+Added: (Gain) loss on extinguishment of debt
Net cash used in operating activities
1 unchanged sentence
Net investment in and advances from subsidiaries
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash (used in) provided by investing activities
Cash flows from financing activities:
4 unchanged sentences
Debt issuance costs and other
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash provided by (used in) financing activities
Net change in cash and cash equivalents and restricted cash and restricted cash equivalents
15 unchanged sentences
As of December 31, 2021, Icahn Enterprises is engaged in the following continuing operating businesses:
−Removed: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and, as of December 2020, Pharma .
+Added: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma .
+Added: In addition, we operated a Metals business until sold in December 2021 and a Mining business until sold in August 2019.
For the years ended December 31, 2021, 2020 and 2019, Icahn Enterprises received (paid) $( 366 ) million, $ 1,276 million and $( 363 ) million, respectively, for net investment in and advances from subsidiaries.
10 unchanged sentences
4.375 % senior unsecured notes due 2029
−Removed: Commitments and Contingencies
−Removed: See Note 18, “Commitments and Contingencies,” to the consolidated financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: (Parent Company)
−Removed: CONDENSED BALANCE SHEETS
−Removed: (in millions)
−Removed: Cash and cash equivalents
−Removed: Restricted cash
−Removed: Investments in subsidiaries, net
−Removed: LIABILITIES AND EQUITY
−Removed: Accounts payable, accrued expenses and other liabilities
−Removed: Commitments and contingencies (Note 3)
−Removed: Limited partner
−Removed: General partner
−Removed: Total Liabilities and Equity
−Removed: See notes to condensed financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: (Parent Company)
−Removed: CONDENSED STATEMENTS OF OPERATIONS
−Removed: Year Ended December 31,
−Removed: (in millions)
−Removed: Interest and dividend income
−Removed: Net (loss) gain from investment activities
−Removed: Gain on disposition of assets
−Removed: Equity in (loss) income of subsidiaries
−Removed: Other income, net
−Removed: Other expenses from operations
−Removed: Interest expense
−Removed: Selling, general and administrative
−Removed: Net (loss) income
−Removed: Net (loss) income allocated to:
−Removed: Limited partner
−Removed: General partner
−Removed: See notes to condensed financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: (Parent Company)
−Removed: CONDENSED STATEMENTS OF CASH FLOWS
−Removed: Year Ended December 31,
−Removed: (in millions)
−Removed: Cash flows from operating activities:
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash used in operating activities:
−Removed: Equity in loss (income) of subsidiary
−Removed: (Gain) loss on disposition of assets
−Removed: Investment gains
−Removed: Change in operating assets and liabilities
−Removed: Net cash used in operating activities
−Removed: Cash flows from investing activities:
−Removed: Net advances from subsidiaries
−Removed: Net proceeds from the disposition of fixed assets
−Removed: Net cash provided by investing activities
−Removed: Cash flows from financing activities:
−Removed: Partnership distributions
−Removed: Partner contributions
−Removed: Proceeds from borrowings
−Removed: Repayments of borrowings
−Removed: Debt issuance costs
−Removed: Net cash provided by (used in) financing activities
−Removed: Net change in cash and cash equivalents and restricted cash and restricted cash equivalents
−Removed: Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period
−Removed: Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period
−Removed: See notes to condensed financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: (Parent Company)
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: Description of Business and Basis of Presentation
−Removed: Icahn Enterprises Holdings L.P.
−Removed: (“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987.
−Removed: Our sole limited partner is Icahn Enterprises L.P., a master limited partnership which owns a 99 % interest in us.
−Removed: Icahn Enterprises G.P.
−Removed: Inc., our sole 1 % general partner, is a Delaware corporation which is owned and controlled by Carl C.
−Removed: As of December 31, 2020, Icahn Enterprises Holdings is engaged in the following continuing operating businesses:
−Removed: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and, as of December 2020, Pharma .
−Removed: For the years ended December 31, 2020, 2019 and 2018, Icahn Enterprises Holdings received $ 1,093 million, $ 567 million and $ 238 million, respectively, for net advances from subsidiaries.
−Removed: The condensed financial statements of Icahn Enterprises Holdings should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of this Report.
−Removed: See Note 11, “Debt,” to the consolidated financial statements located in Item 8 of this Report.
−Removed: Icahn Enterprises Holdings’ Parent company debt consists of the following:
−Removed: (in millions)
−Removed: 5.875 % senior unsecured notes due 2022
−Removed: 6.250 % senior unsecured notes due 2022
−Removed: 6.750 % senior unsecured notes due 2024
−Removed: 4.750 % senior unsecured notes due 2024
−Removed: 6.375 % senior unsecured notes due 2025
−Removed: 6.250 % senior unsecured notes due 2026
−Removed: 5.250 % senior unsecured notes due 2027
+Added: In February 2022, Icahn Enterprises repaid all of its outstanding $ 500 million aggregate principal amount of 6.750 % senior unsecured notes due 2024 at par.
Commitments and Contingencies
−Removed: See Note 18, “Commitments and Contingencies,” to the consolidated financial statements.
+Added: See Note 17, “Commitments and Contingencies,” to the consolidated financial statements located in Item 8 of this Report.
EXHIBIT INDEX
96 unchanged sentences
1-9516 and 333-118021-01, respectively), filed on January 19, 2021) .
−Removed: Amendment No.
−Removed: 1 and Joinder to Purchase and Sale Agreement, dated October 1, 2018, by and among Tropicana Entertainment Inc., GLP Capital, L.P.
−Removed: and Eldorado Resorts, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.
−Removed: 1-9516 and 333-118021-01, respectively) file October 2, 2018) .
Employment Agreement with Keith Cozza, dated December 20, 2019 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.
7 unchanged sentences
1-9516 and 333-118021-01, respectively), filed on October 1, 2020) .
+Added: Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated April 26, 2021, among Icahn Enterprises and Aris Kekedjian (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises’ joint Form 10-Q for the quarter ended June 30, 2021 (SEC File Nos.
+Added: 1-9516 and 333-11801-01), filed on August 6, 2021).
+Added: Separation agreement, dated as of November 8, 2021, between Icahn Enterprises and Aris Kekedjian .
+Added: Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and David Willetts .
+Added: Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and Ted Papapostolou .
+Added: Letter Agreement with David Willetts, dated December 9, 2021 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.
+Added: 1-9516 and 333-118021-01, respectively), filed on December 13, 2021).
+Added: Letter Agreement with Ted Papapostolou, dated December 9, 2021 (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.
+Added: 1-9516 and 333-118021-01, respectively), filed on December 13, 2021).
+Added: Registration Rights Agreement, dated Apr il 12 , 2021, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.
+Added: 1-9516 and 333-118021-01, respectively), filed on Ap ril 12 , 2021).
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Icahn Enterprises’ Form 10-Q for the quarter ended September 30, 2012 (SEC File No.
1-9516), filed on November 7, 2012) .
−Removed: Subsidiaries of the Registrants .
+Added: Subsidiaries of the Registrant .
Subsidiary guarantor.
Consent of Grant Thornton LLP .
−Removed: Consent of Grant Thornton LLP .
Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) of the Securities Exchange Act of 1934 .
12 unchanged sentences
general partner
−Removed: /s/Keith Cozza
+Added: /s/David Willetts
+Added: David Willetts
President, Chief Executive Officer and Director
2 unchanged sentences
Inc., the general partner of Icahn Enterprises L.P., and on behalf of the registrant and on the dates indicated below by the following persons in the capacities and on the dates indicated.
−Removed: /s/Keith Cozza
+Added: /s/David Willetts
President, Chief Executive Officer and Director
February 25, 2022
−Removed: /s/SungHwan Cho
−Removed: Chief Financial Officer and Director
−Removed: February 26, 2021
+Added: David Willetts
/s/Ted Papapostolou
−Removed: Chief Accounting Officer
+Added: Chief Financial Officer, Chief Accounting Officer and
February 25, 2022
8 unchanged sentences
Denise Barton
−Removed: February 26, 2021
/s/Stephen A.
February 25, 2022
−Removed: Chairman of the Board
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: Icahn Enterprises Holdings L.P.
−Removed: Icahn Enterprises G.P.
−Removed: general partner
−Removed: /s/Keith Cozza
−Removed: President, Chief Executive Officer and Director
February 25, 2022
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated with respect to Icahn Enterprises G.P.
−Removed: Inc., the general partner of Icahn Enterprises Holdings L.P., and on behalf of the registrant and on the dates indicated below by the following persons in the capacities and on the dates indicated.
−Removed: /s/Keith Cozza
−Removed: President, Chief Executive Officer and Director
−Removed: February 26, 2021
−Removed: /s/SungHwan Cho
−Removed: Chief Financial Officer and Director
−Removed: February 26, 2021
−Removed: /s/Ted Papapostolou
−Removed: Chief Accounting Officer
−Removed: February 26, 2021
−Removed: Ted Papapostolou
−Removed: /s/Brett Icahn
−Removed: February 26, 2021
−Removed: /s/Michael Nevin
−Removed: February 26, 2021
−Removed: Michael Nevin
−Removed: /s/Denise Barton
−Removed: February 26, 2021
−Removed: Denise Barton
−Removed: February 26, 2021
−Removed: /s/Stephen A.
+Added: /s/Nancy Dunlap
February 25, 2022
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.