SEC Info - Icahn Enterprises L.P. - ‘10-Q’ for 9/30/12

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Icahn Enterprises L.P. – ‘10-Q’ for 9/30/12 – ‘EX-14.1’

On: Wednesday, 11/7/12, at 5:00pm ET · For: 9/30/12 · Accession #: 813762-12-64 · File #: 1-09516

  As Of               Filer                 Filing    For·On·As Docs:Size

11/07/12  Icahn Enterprises L.P.            10-Q        9/30/12  113:31M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.78M 
 2: EX-14.1     Code of Ethics                                      HTML     50K 
 3: EX-15.1     Acknowledgement                                     HTML     31K 
 4: EX-15.2     Acknowledgement                                     HTML     30K 
 5: EX-15.3     Acknowledgement                                     HTML     30K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
76: R1          Document and Entity Information Document            HTML     55K 
59: R2          Consolidated Balance Sheets                         HTML    138K 
71: R3          Consolidated Balance Sheets (Parentheticals)        HTML     40K 
80: R4          Consolidated Statements of Operations (Unaudited)   HTML    123K 
103: R5          Consolidated Statements of Comprehensive Income     HTML     65K  
                (Unaudited)                                                      
61: R6          Consolidated Statements of Comprehensive Income     HTML     35K 
                (Unaudited) (Parenthetical)                                      
70: R7          Consolidated Statement of Changes in Equity         HTML     70K 
                (Unaudited)                                                      
53: R8          Consolidated Statements of Cash Flows (Unaudited)   HTML    159K 
43: R9          Description of Business and Basis of Presentation   HTML     62K 
105: R10         Acquisition                                         HTML     79K  
82: R11         Operating Units                                     HTML    114K 
81: R12         Related Party Transactions                          HTML     72K 
88: R13         Investments and Related Matters                     HTML     65K 
89: R14         Fair Value Measurements                             HTML    282K 
86: R15         Financial Instruments                               HTML    248K 
90: R16         Inventories, Net                                    HTML     42K 
73: R17         Goodwill and Intangible Assets, Net                 HTML    169K 
77: R18         Property, Plant and Equipment, Net                  HTML     54K 
84: R19         Debt                                                HTML    150K 
113: R20         Compensation Arrangements                           HTML     47K  
98: R21         Pensions, Other Post-employment Benefits and        HTML     95K 
                Employee Benefit Plans                                           
66: R22         Net Income Per LP Unit                              HTML     95K 
83: R23         Segment Reporting                                   HTML   1.09M 
68: R24         Income Taxes                                        HTML     44K 
34: R25         Accumulated Other Comprehensive Loss                HTML     40K 
99: R26         Other (Loss) Income, Net                            HTML     62K 
109: R27         Commitments and Contingencies                       HTML    137K  
48: R28         Subsequent Events                                   HTML     59K 
47: R29         Description of Business and Basis of Presentation   HTML     82K 
                (Policies)                                                       
51: R30         Acquisition (Policies)                              HTML     37K 
52: R31         Commitments and Contingencies (Policies)            HTML     36K 
54: R32         Acquisition (Tables)                                HTML     56K 
23: R33         Operating Units Future Minimum Operating Lease      HTML     37K 
                Revenues (Tables)                                                
96: R34         Investments and Related Matters (Tables)            HTML     39K 
64: R35         Fair Value Measurements (Tables)                    HTML    277K 
67: R36         Financial Instruments (Tables)                      HTML    214K 
38: R37         Inventories, Net (Tables)                           HTML     40K 
112: R38         Goodwill and Intangible Assets, Net (Tables)        HTML    143K  
16: R39         Property, Plant and Equipment, Net (Tables)         HTML     51K 
56: R40         Debt (Tables)                                       HTML     55K 
102: R41         Pensions, Other Post-employment Benefits and        HTML     85K  
                Employee Benefit Plans (Tables)                                  
36: R42         Net Income Per LP Unit (Tables)                     HTML     77K 
46: R43         Segment Reporting (Tables)                          HTML   1.08M 
50: R44         Accumulated Other Comprehensive Loss (Tables)       HTML     40K 
60: R45         Other (Loss) Income, Net (Tables)                   HTML     61K 
22: R46         Commitments and Contingencies (Tables)              HTML     46K 
42: R47         Subsequent Events Debt repurchase terms (Tables)    HTML     35K 
18: R48         Description of Business and Basis of Presentation   HTML     64K 
                (Details)                                                        
101: R49         Acquisition Purchase Price Allocation Table         HTML     70K  
                (Details)                                                        
35: R50         Acquisition Pro Forma Table (Details)               HTML     40K 
97: R51         Acquisition Narrative (Details)                     HTML    100K 
39: R52         Operating Units (Details)                           HTML    327K 
57: R53         Related Party Transactions (Details)                HTML    110K 
17: R54         Investments and Related Matters Narrative           HTML     52K 
                (Details)                                                        
20: R55         Investments and Related Matters Other Segments      HTML     74K 
                (Details)                                                        
49: R56         Fair Value Measurements Investment Fair Value       HTML    178K 
                (Details)                                                        
27: R57         Fair Value Measurements Changes in Fair Value       HTML     39K 
                Level 3 (Details)                                                
106: R58         Fair Value Measurements Other Segments Fair Value   HTML     63K  
                (Details)                                                        
63: R59         Fair Value Measurements Assets Fair Value           HTML     34K 
                Nonrecurring Basis (Details)                                     
87: R60         Fair Value Measurements Narrative (Details)         HTML     38K 
41: R61         Financial Instruments Investment Segment and        HTML     60K 
                Holding Company Narrative (Details)                              
44: R62         Financial Instruments Automotive Narrative          HTML     86K 
                (Details)                                                        
94: R63         Financial Instruments Energy (Details)              HTML     63K 
91: R64         Financial Instruments Derivatives Not Designated    HTML     74K 
                as Hedging, Fair Value Table (Details)                           
65: R65         Financial Instruments Gain (Loss) Recognized on     HTML     43K 
                Derivatives Not Designated as Hedging Table                      
                (Details)                                                        
93: R66         Financial Instruments Derivative Activities Table   HTML     36K 
                (Details)                                                        
40: R67         Financial Instruments Derivatives Designated as     HTML     63K 
                Cash Flow Hedging Instruments Table (Details)                    
69: R68         Financial Instruments Derivatives Designated as     HTML     54K 
                Hedging, Gain (Loss) Tables (Details)                            
108: R69         Inventories, Net (Details)                          HTML     42K  
19: R70         Goodwill and Intangible Assets, Net Goodwill Table  HTML     48K 
                (Details)                                                        
33: R71         Goodwill and Intangible Assets, Net Definite-lived  HTML     60K 
                and Indefinite-lived Intangible Assets Table                     
                (Details)                                                        
58: R72         Goodwill and Intangible Assets, Net Narrative       HTML     99K 
                (Details)                                                        
25: R73         Property, Plant and Equipment, Net (Details)        HTML     61K 
111: R74         Debt Table (Details)                                HTML     49K  
37: R75         Debt Parenthetical (Details)                        HTML     44K 
28: R76         Debt Narrative - Senior Unsecured Notes - Icahn     HTML     79K 
                Enterprises (Details)                                            
32: R77         Debt Narrative - Debt Facilities - Automotive       HTML     64K 
                (Details)                                                        
21: R78         Debt Narrative - Debt and Credit Facilities -       HTML     74K 
                Energy (Details)                                                 
24: R79         Debt Narrative - Credit Facilities - Gaming         HTML     82K 
                (Details)                                                        
78: R80         Debt Narrative - Senior Unsecured Notes - Railcar   HTML     53K 
                (Details)                                                        
30: R81         Debt Narrative - Senior Secured Notes and           HTML     62K 
                Revolving Credit Facility - Food Packaging                       
                (Details)                                                        
107: R82         Debt Narrative - Mortgages Payable - Real Estate    HTML     32K  
                (Details)                                                        
55: R83         Debt Narrative - Other (Details)                    HTML     52K 
85: R84         Compensation Arrangements Narrative (Details)       HTML     75K 
92: R85         Pensions, Other Post-employment Benefits and        HTML     70K 
                Employee Benefit Plans (Details)                                 
29: R86         Net Income Per LP Unit Table (Details)              HTML    122K 
31: R87         Segment Reporting, Income Statements (Details)      HTML    268K 
104: R88         Segment Reporting, Balance Sheets (Details)         HTML    188K  
26: R89         Income Taxes (Details)                              HTML     52K 
79: R90         Accumulated Other Comprehensive Loss (Details)      HTML     48K 
75: R91         Other (Loss) Income, Net (Details)                  HTML     42K 
95: R92         Commitments and Contingencies Commitments and       HTML    125K 
                Contingencies (Details)                                          
74: R93         Commitments and Contingencies Energy Minimum        HTML     87K 
                Required Payments Table (Details)                                
62: R94         Commitments and Contingencies Energy Narrative      HTML     94K 
                (Details)                                                        
100: R95         Subsequent Events (Details)                         HTML     71K  
110: XML         IDEA XML File -- Filing Summary                      XML    173K  
45: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   5.70M 
10: EX-101.INS  XBRL Instance -- iep-20120930                        XML   8.94M 
12: EX-101.CAL  XBRL Calculations -- iep-20120930_cal                XML    273K 
13: EX-101.DEF  XBRL Definitions -- iep-20120930_def                 XML   2.29M 
14: EX-101.LAB  XBRL Labels -- iep-20120930_lab                      XML   3.27M 
15: EX-101.PRE  XBRL Presentations -- iep-20120930_pre               XML   2.37M 
11: EX-101.SCH  XBRL Schema -- iep-20120930                          XSD    394K 
72: ZIP         XBRL Zipped Folder -- 0000813762-12-000064-xbrl      Zip    638K

‘EX-14.1’ — Code of Ethics

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

IEP-Ex14.1_9.30.12_Code of Ethics

EXHIBIT 14.1

Code of Ethics and Business Conduct

1. PURPOSE

This Code of Ethics and Business Conduct (the “Code”) applies to all employees, directors and officers (each, an “Employee” and collectively, the “Employees”), of Icahn Enterprises L.P. (“IEP”), Icahn Enterprises G.P., Inc. (“IEGP”), its general partner, its subsidiary limited partnership, Icahn Enterprises Holdings L.P. (“IEH”) in which IEP owns a 99% limited partnership interest and through which IEP primarily conducts its business, and each of their majority-owned subsidiaries (collectively, the “Company”). All Employees are required to be familiar with the Code, comply with its provisions and report any suspected violations. Failure to follow the Code can result in discipline, up to and including termination. This Code does not apply to topics covered by other Company policies, and those other policies are the sole policies of the Company regarding those topics and all related matters.

The purpose of this Code is to:


(a)	promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;


(b)	promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;


(c)	promote compliance with applicable governmental laws, rules and regulations;


(d)	promote the protection of Company assets, including corporate opportunities and confidential information;


(e)	promote fair dealing practices;


(f)	deter wrongdoing; and


(g)	ensure accountability for adherence to the Code.

All Employees should conduct their affairs honestly and strive to observe the highest standards of personal, professional and business ethics. Although the Code discusses some of the frequent ethical problems you might face, we recognize that no guide can adequately cover all of the ethical dilemmas or substitute for sound personal values and good judgment. However, we hope you will use this guide when you need help unraveling ethical problems. If you have additional questions about ethical issues or problems, you should contact Keith Cozza or his designee (the “Compliance Officer”), an attorney in the Law Department, or the Company's confidential Ethics Hotline at 877-888-0002.

2. CONFLICTS OF INTEREST

Employees must always act in the best interest of the Company when conducting Company business. A conflict of interests occurs when an individual's personal interest interferes with the interests of the Company as a whole. A conflict situation can arise when an Employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interests also arise when an Employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Such conflicts of interests can undermine our business judgment and our responsibility to the Company and threaten the Company's business and reputation. Potential and actual conflicts of interests should be discussed with the Compliance Officer or an attorney in the Law Department.

Conflicts of interests may also arise because IEP's Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) and the Amended and Restated Agreement of Limited Partnership of IEH (the “IEH Partnership Agreement”) permit IEP's and IEH's general partner and limited partners, and their affiliates, to have other business interests or engage in other business ventures that compete with the business of the Company. The Partnership Agreement and the IEH Partnership Agreement also permit IEP and IEH to enter into transactions with IEGP or its affiliates. Nothing in this Code is intended to supersede the provisions of the Partnership Agreement or the IEH Partnership Agreement relating to the management of the Company, including those governing conflicts of interests.

Employees, other than directors and executive officers, who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, an attorney in the Law Department. Directors and executive officers may only seek determinations and prior authorizations or approvals from the Audit Committee.

3. LOANS

Providing loans to, or guarantees of obligations of, Employees or their family members will not be allowed without the prior written approval of the Audit Committee of the Board of Directors. The Company will not extend, maintain or arrange for any personal loan to or for any director or executive officer (or the equivalent thereof).

4. COMPANY OPPORTUNITIES

Except as permitted under the Partnership Agreement and the IEH Partnership Agreement, Employees are restricted from taking for themselves personally opportunities that are discovered through the use of Company property, information or position, or using Company property, information or position for personal gain or competing with the Company.

5. DISCLOSURE

The Company's periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.

Each Employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. Each Employee must cooperate fully with the Company's Accounting Department, as well as the Company's independent public accountants and counsel.

Each Employee who is involved in the Company's disclosure process must:


(a)	be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and


(b)	take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company with respect to matters within such Employee's areas of responsibility provide full, fair, accurate, timely and understandable disclosure of such matters.

6. COMPLIANCE WITH LAWS, RULES & REGULATIONS

Employees are required to comply fully with all laws, rules and regulations affecting the Company's business and its conduct in business matters.

Although not all Employees are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to an attorney in the Law Department.

7. COMPANY PROPERTY AND RECORDS

Each Employee has a responsibility to protect the Company's property and maximize its use for the benefit of the Company. Company property includes both tangible and intangible property. Theft, carelessness, misuse, and waste have a direct impact on our profitability and, ultimately, on all of our jobs. You may not use Company property or services for your own or someone else's personal benefit. Limited, common sense exceptions, such as an occasional call home on a Company phone, are of course permitted.

8. CONFIDENTIAL, PROPRIETARY INFORMATION

One of the Company's most valuable assets is its information. Employees should maintain the confidentiality of information (whether or not it is considered proprietary) entrusted to them by the Company. Examples of confidential information include trade secrets, new product or marketing plans, customer lists, research and development ideas, manufacturing processes, or acquisition or divestiture prospects. It might also include information from our customers or others given to the Company pursuant to an agreement restricting its use or disclosure.

Employees should take steps to safeguard confidential information by keeping such information secure, limiting access to such information to those Employees who have a “need to know” in order to do their job, and avoiding discussion of confidential information in public areas, for example, in elevators, on planes, and on mobile phones.

Employees shall not use confidential information for personal advantage.

Confidential information may be disclosed to others only when disclosure is authorized by the Company or legally mandated. The obligation to preserve confidential information is ongoing, even after termination of employment.

9. FAIR DEALING

No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices in violation of applicable law or contractual obligations.

10. WAIVERS

Employees should understand that waivers or exceptions to this Code will be granted only under exceptional circumstances. A waiver of this Code for any executive officer or director may be made only by the Board of Directors of IEGP and must be disclosed in accordance with applicable law and exchange requirements.

11. WHISTLEBLOWER POLICY: REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

Any Employee who is aware of any illegal or unethical behavior or who believes that an applicable law, rule or regulation or this Code has been violated, or who has a concern about the Company's accounting practices, internal controls or auditing matters, must promptly report the matter in accordance with this Whistleblower Policy. Employees should take care to report violations to a person who they believe is not involved in the matter giving rise to the violation. All reports of violations will be promptly investigated in accordance with this Whistleblower Policy and, if appropriate, remedied, and, if legally required, promptly reported to the proper governmental authority.

An Employee is expected to raise any concern with Employee's supervisor or manager. Alternatively, Employee may contact an attorney in the Law Department. Legal questions, and any questions relating to interpretation or application of the Code or policies, should be directed to an attorney in the Law Department. If an Employee is uncomfortable discussing a matter with his or her supervisor or an attorney in the Law Department, the Employee should call the Company Ethics Hotline at 877-888-0002.

Employees will be expected to cooperate in assuring that violations of the Code are promptly addressed. The Company has a policy of protecting the confidentiality of those making reports of possible misconduct to the maximum extent possible, consistent with the requirements necessary to conduct an effective investigation, and the law. In no event will there be any retaliation against someone for reporting an activity that he or she in good faith believes to be a violation of any law, rule, regulation, or this Code. Any supervisor or other Employee intimidating or imposing sanctions on an Employee for reporting a matter will be disciplined up to and including termination.

Employees should know that it is a crime to retaliate against a person, including with respect to their employment, for providing truthful information to a law enforcement officer relating to the possible commission of any federal offense. Employees who believe that they have been retaliated against by the Company, its Employees, contractors, subcontractors or agents, for providing information to or assisting in an investigation conducted by a federal agency, Congress or a person with supervisory authority over the Employee (or another Employee who has the authority to investigate or terminate misconduct) in connection with conduct that the Employee reasonably believes constitutes a violation of federal criminal fraud statutes or any rule or regulation of the Securities and Exchange Commission, may file a complaint with the Secretary of Labor, or in federal court if the Secretary does not take action in a timely manner.

12. RESPONDING TO IMPROPER CONDUCT

If an Employee violates the Company's Code, he or she will be subject to disciplinary action. Supervisors and managers of a disciplined Employee may also be subject to disciplinary action for their failure to properly oversee an Employee's conduct, or for retaliation against an Employee who reports a violation(s).

The Company's response to misconduct will depend upon a number of factors including whether the improper behavior involved illegal conduct. Disciplinary action may include, but is not limited to, reprimands and warnings, probation, suspension, demotion, reassignment, reduction in salary or immediate termination. Employees should be aware that certain actions and omissions prohibited by the Code might be crimes that could lead to individual criminal prosecution and, upon conviction, to fines and imprisonment.

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Icahn Enterprises L.P.            10-K       12/31/23  113:23M                                    Toppan Merrill Bridge/FA
 2/24/23  Icahn Enterprises L.P.            10-K       12/31/22  108:23M                                    Toppan Merrill Bridge/FA
 2/25/22  Icahn Enterprises L.P.            10-K       12/31/21  111:24M                                    Toppan Merrill Bridge/FA
 2/26/21  Icahn Enterprises L.P.            10-K       12/31/20  114:27M                                    Toppan Merrill Bridge/FA

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