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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 51 added, 136 removed, 805 unchanged (19% of the section changed)

106 unchanged sentences

Papapostolou worked at Grant Thornton LLP in their audit practice.

Papapostolou received his M.B.A from The Peter J.

Tobin College of Business at Saint John’s University and his B.B.A from Frank G.

Papapostolou received his M.B.A.

from The Peter J.

Tobin College of Business at Saint John’s University and his B.B.A.

from Frank G.

Zarb School of Business at Hofstra University.

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In addition, Mr.

Nevin has served as Chief Financial Officer of Icahn Automotive Group LLC since February 2019.

Nevin has served as Chief Financial Officer of Icahn Automotive Group LLC from August 2019 to November 2022.

From July 2015 to June 2018, Mr.

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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.

Nevin currently serves as director of certain subsidiaries of Icahn Automotive Group LLC.

Nevin currently serves as director of certain subsidiaries of Icahn Automotive Group

Nevin was previously:

a director of Viskase Companies, Inc.

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Mongillo received a B.A.

from Trinity College and an M.B.A from the Amos Tuck School of Business Administration at Dartmouth College.

from Trinity College and an M.B.A.

from the Amos Tuck School of Business Administration at Dartmouth College.

Mongillo brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.

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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.

The board of directors met seven times during 2021, including four regularly scheduled meetings and three special meetings.

The board of directors met six times during 2022, including four regularly scheduled meetings and two special meetings.

All of the directors who served during all of 2022 attended at least 75% of the total meetings of the board of directors and each of its committees on which such director served.

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Company Structure and Reporting Requirements

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.

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 in connection with this Annual Report on Form 10-K.

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.

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● Ted Papapostolou, Chief Financial Officer and Chief Accounting Officer

● Aris Kekedjian, Former President and Chief Executive Officer (1)

● Keith Cozza, Former President and Chief Executive Officer (2)

● SungHwan Cho, Former Chief Financial Officer (3)

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.

Cozza served as President and Chief Executive Officer until May 10, 2021 and continued to be employed by us until May 28, 2021.

In addition, during his employment with us, Mr.

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.

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.

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See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2022.

Executive compensation levels are established based upon the recommendation of our Chairman, which are discussed with members of the Board.

Executive compensation levels are established based upon the recommendation of our Chairman, which are

discussed with members of the Board.

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.

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Deferred Unit Awards

For 2021, Messrs.

Willets, Papapostolou and Kekedjian were our only named executive officers who were granted deferred unit awards under our 2017 Incentive Plan.

There were no awards granted during 2022 for our named executive officers.

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.

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For 2022, Messrs.

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.

Willets and Papapostolou 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 2022.

The matching contributions for the respective named executive officer in 2022 are disclosed in our Summary Compensation Table under “All Other Compensation” and in the related footnote.

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Our Chief Executive Officer to median employee pay ratio (“CEO Pay Ratio”) is calculated in accordance with Regulation S-K.

To determine our Chief Executive Officer pay ratio and our median employee, we utilized data as of December 31, 2021 (the "Determination Date").

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.

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:

Number of Employees

We determined that we are permitted by Regulation S-K to use the same median employee for 2022 as was identified previously using initial data as of December 31, 2021.

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.

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.

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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.

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.

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.

For purposes of this CEO Pay Ratio determination, we have elected to annualize Mr.

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.

Our Chief Executive Officer’s total annual compensation for 2021, based on the above, was $6,301,741.

Our Chief Executive Officer’s total annual compensation for 2022 was $2,552,942.

The median employee’s total annual compensation for 2022 was $39,520.

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The board of directors has reviewed and discussed the Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K with management.

Based on that

review and discussion, the board of directors recommended that the Compensation Disclosure and Analysis be included in this Report.

Based on that 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:

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Chief Financial Officer and Chief Accounting Officer

Aris Kekedjian (5)

President and Chief Executive Officer

Keith Cozza (6)

President and Chief Executive Officer

SungHwan Cho (7)

Chief Financial 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.

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Icahn in each of 2022, 2021 and 2020 for his services as Chief Executive Officer of our subsidiary, Icahn Capital LP, and of the general partners of the Investment Funds.

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.

Icahn does not receive director fees from us.

Willetts served as Chief Executive Officer since November 7, 2021 and Chief Financial Officer from June 18, 2021 until November 7, 2021.

Icahn’s all other compensation for 2022 consists of $14,668 in dental, medial and other benefits and $875 in life insurance benefits.

(3) For 2022, Mr.

Willetts received a salary of $1,000,000 and a bonus of $1,550,000, 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.

In addition, Mr.

Willetts received a deferred unit award based on a grant date fair value of $3,750,000, which vests three years after grant.

Willetts’ all other compensation for 2022 consists of $2,038 for medical and dental benefits and $904 for life insurance premiums.

Papapostolou served as Chief Financial Officer since November 7, 2021 and Chief Accounting Officer for all of 2021.

(4) For 2022, Mr.

Papapostolou received a salary of $550,000 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.

In addition, Mr.

Papapostolou received a deferred unit award based on a grant date fair value of $1,650,000, which vests three years after grant.

Papapostolou’s all other compensation for 2022 consists of $9,531 in matching contributions under our 401(k) Plan, $354 for medical and dental benefits and $880 for life insurance premiums.

Kekedjian served as Chief Executive Officer from May 10, 2021 until November 5, 2021.

For 2021, Mr.

Kekedjian received a salary of $899,072 and a bonus of $1,090,411.

In addition, Mr.

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.

Kekedjian received compensation of $1,366,639 for the pro-rata share of deferred units.

Kekedjian’s all other compensation for 2021 consists of $943 for medical and dental benefits and $398 for life insurance premiums.

Cozza served as Chief Executive Officer until May 10, 2021.

During 2021, Mr.

Cozza received a salary of $856,904 and a bonus of $2,083,333.

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.

Cho served as Chief Financial Officer until June 18, 2021.

For 2021, Mr.

Cho received a salary of $669,581 and a bonus of $697,531.

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.

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Grants of Plan Based Awards

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.

There were no awards granted during 2022 for any of our named executive officers under the 2017 Incentive Plan.

Estimated Future Payout Under Equity Incentive Plan Awards

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Ted Papapostolou

Aris Kekedjian

Outstanding Equity Awards at Fiscal Year End 2022

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In addition, in the event that Mr.

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.

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.

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.

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.

portion of the grant of the deferred depositary units will become immediately vested and the remaining portion of the grant will be forfeited.

Potential Payments Upon Termination or Change in Control

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, 2022 except for that disclosed above.

Willets, Papapostolou do not, and Mr.

Kekedjian did not, have employment agreements.

Neither of Messrs.

Willets or Papapostolou have employment agreements.

However, Messrs.

Willets, Papapostolou are, and Messrs.

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.

Willets, Papapostolou are 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.

As of December 31, 2022, Messrs.

Willets and Papapostolou would have potential payouts of unvested deferred unit awards with a market value of approximately $1,246,157 and $548,307 respectively, if they were involuntarily terminated on December 31, 2022 and otherwise eligible for payment.

During 2021, Mr.

Kekedjian resigned as Chief Executive

Officer of the Company.

Pursuant to the terms of the separation agreement between Mr.

Kekedjian and Icahn Enterprises, Mr.

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.

Accordingly, pursuant to the Separation Agreement, Mr.

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.

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.

Payment of these amounts and receipt of these benefits is subject to Mr.

Kekedjian’s execution and non-revocation of the Separation Agreement.

Accordingly, Mr.

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.

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.

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

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Icahn, Willets and Papapostolou, as well as Messrs.

Cozza, Kekedjian and Cho.

Compensation received by Messrs.

Icahn, Willets and Papapostolou is included in the Summary Compensation Table.

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Barton and Dunlap, were in respect of their services rendered as members of our Board.

With respect to Ms.

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.

With respect to Mr.

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.

Mongillo, the fees earned or paid in cash included $5,000 for serving as the chairman of the audit committee.

Brett Icahn and Mr.

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Icahn, owned 299,997,624 of Icahn Enterprises’ depositary units, or approximately 85% of Icahn Enterprises’ outstanding depositary units.

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.

Icahn Enterprises GP’s board of directors presently consists of three independent directors and the audit committee consists entirely of independent directors.

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Denise Barton

Arik Kekedjian

All Directors and Executive Officers as a Group (nine persons)

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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.

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.

(d) Based on the most recent Form 4 filed with the SEC prior to the departure of each of Messrs.

Cozza and Cho and based on the number of units distributed to Mr.

Kekedjian in accordance with his settlement agreement.

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.

Securities Authorized for Issuance Under Equity Compensation Plans

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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.

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 was subsequently approved by holders of a majority of Icahn Enterprises’ depository units and, became effective during the first quarter of 2017.

The 2017 Incentive Plan permits us to issue depositary units and grant options, restricted units or other unit-based awards to all of our, and our affiliates’, employees, consultants, members and partners, as well as the three non-employee directors of our general partner.

23 unchanged sentences

As a result, Mr.

Icahn and his affiliates owned approximately 88% of Icahn Enterprises’ outstanding depositary units as of December 31, 2021.

Icahn and his affiliates owned approximately 85% of Icahn Enterprises’

outstanding depositary units as of December 31, 2022.

Icahn and his affiliates may in the future elect to receive all or a portion of their distributions in cash or in additional depositary units.

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During 2022, $18 million was allocated to the Investment Funds based on this expense-sharing arrangement.

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.

Additionally, Hertz will rent the leased vehicles to transportation network company drivers from rental counters within locations leased or owned by us.

This agreement had an initial term of 18 months and is subject to automatic six-month renewals thereafter, unless terminated by either party (with or without cause) prior to the start of any such six-month renewal.

Our agreement with Hertz was unanimously approved by the independent directors of Icahn Enterprises’ audit committee.

During 2021, this agreement was amended to commence the early disposition of vehicles owned by 767 Leasing.

As of December 31, 2021, substantially all of 767 Leasing’s assets were sold and its operations have ceased.

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.

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.

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.

On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C.

Icahn, and affiliates of Brett Icahn.

Under the manager agreement, Brett Icahn will serve as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl.

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.

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.

Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C.

On May 5, 2022, we entered into an amendment to the manager agreement, which allows the Investment Funds to add, from time to time, two additional separately tracked portfolios, in addition to the existing portfolios, which will not be subject to the manager agreement.

Additionally, Brett Icahn provides 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.

In accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him.

During 2021, Brett Icahn contributed $76 million in accordance with the manager agreement.

During 2022, Brett Icahn had net redemptions of $14 million in accordance with the manager agreement.

On October 1, 2020, we entered into a restricted unit agreement with Brett Icahn pursuant to the 2017 Incentive Plan whereby Brett Icahn was awarded a grant of 239,254 restricted depositary units of Icahn Enterprises which will vest over seven years, subject to the terms and conditions of that agreement.

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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.

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.

The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events.

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We incurred $2,936 and $26,415 in tax-related fees and expenses for 2022 and 2021, respectively, from Grant Thornton LLP for property tax compliance services.

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.

Additionally, we $55,736 in other fees and expenses in 2021 from Grant Thornton LLP relating to our Energy segment’s call option.

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.

All of the fees in 2022 were pre-approved by the audit committee.

Exhibits and Financial Statement Schedules

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Interest expense

Gain (loss) on extinguishment of debt

Equity in loss of subsidiaries

(Loss) gain on extinguishment of debt

Equity in gain (loss) of subsidiaries

Net (loss) income allocated to:

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Adjustments to reconcile net loss to net cash used in operating activities:

Equity in loss of subsidiary

(Gain) loss on extinguishment of debt

Equity in (gain) loss of subsidiary

(Loss) gain on extinguishment of debt

Net cash used in operating activities

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Net investment in and advances from subsidiaries

Net cash (used in) provided by investing activities

Net cash provided by (used in) by investing activities

Cash flows from financing activities:

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Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma .

In addition, we operated a Metals business until sold in December 2021 and a Mining business until sold in August 2019.

In addition, we operated a Metals business until sold in December 2021.

For the years ended December 31, 2022, 2021 and 2020, Icahn Enterprises received (paid) $ 264 million, $( 366 ) million and $ 1,276 million, respectively, for net investment in and advances from subsidiaries.

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4.375 % senior unsecured notes due 2029

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.

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1-9516), filed on August 23, 2013) .

Indenture, dated as of January 18, 2017, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust Company, as Trustee relating to the 6.250% Senior Notes Due 2022 and 6.750% Senior Notes Due 2024 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

1-9516 and 333-118021-01, respectively), filed on January 18, 2017) .

Indenture, dated as of December 6, 2017, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust Company, as Trustee relating to the 6.375% Senior Notes Due 2025 incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

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1-9516 and 333-118021-01, respectively), filed on January 19, 2021) .

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.

1-9516 and 333-118021-01, respectively), filed on December 23, 2019) .

Manager Agreement, dated October 1, 2020, among Icahn Enterprises, Icahn Capital LP, Icahn Partners Master Fund LP, Brett Icahn and Isthmus LLC (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

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1-9516 and 333-118021-01, respectively), filed on October 1, 2020) .

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.

1-9516 and 333-11801-01), filed on August 6, 2021).

Separation agreement, dated as of November 8, 2021, between Icahn Enterprises and Aris Kekedjian .

Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and David Willetts .

Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and Ted Papapostolou .

Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and David Willetts (incorporated by reference to Exhibit 10.19 to Icahn Enterprises’ Annual Report on Form 10-K filed February 25, 2022).

Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and Ted Papapostolou(incorporated by reference to Exhibit 10.20 to Icahn Enterprises’ Annual Report on Form 10-K filed February 25, 2022).

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.

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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.

What changed 10-K

Item 9A. Controls and Procedures