View:
Icahn
Enterprises L.P.
August
25, 2010
VIA
ELECTRONIC TRANSMISSION
AND
OVERNIGHT COURIER
Mr. Kevin
Woody
Accounting
Branch Chief
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re: Icahn
Enterprises L.P.
Form 10-K
for Fiscal Year ended December 31, 2009
Filed on
March 3, 2010
File No.
1-9516
Dear Mr.
Woody:
Reference
is made to the comment of the Staff of the Securities and Exchange Commission
(the “Staff”) in your letter dated August 16, 2010 (the “Comment Letter”) with
respect to the Annual Report on Form 10-K (the “2009 Form 10-K”) of Icahn
Enterprises L.P., a Delaware limited partnership (the “Company”), for the fiscal
year ended December 31, 2009 (“fiscal 2009”).
We are
writing to respond to the comment contained in the Comment
Letter. For your convenience, the Staff’s comment has been
retyped below in boldface type, and the Company’s response is provided
immediately after such comment.
Form 10-K for the fiscal
year ended December 31, 2009
Item
11. Executive Compensation, page 191
Ragone Employment Agreement,
page 202
1. We
have reviewed your response to comment 9 from our letter dated June 23, 2010
regarding the discretionary bonus of $1,150,000 awarded to Mr. Ragone. Please
tell us if the compensation committee used any performance targets in assessing
Mr. Ragone’s bonus. If so, please discuss those targets and how they compared
with actual performance. In addition, please identify the “unique skills”
necessary to promote long-term performance that the committee considered in
awarding the discretionary bonus.
There
were no performance targets used in assessing Mr. Ragone’s discretionary bonus.
The unique skills necessary to support the Company’s long-term performance
relate primarily to Mr. Ragone’s management skills and his ability to oversee
the development of operational business and strategic plans for each of the
Company’s subsidiaries, which have diverse business operations.
In connection with responding to the
Comment Letter,
the Company acknowledges
that:
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the Company is responsible for the
adequacy and accuracy of the disclosure in its filings;
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Staff comments or
changes to disclosure
in response to Staff
comments do not foreclose the SEC from taking any action with
respect to its filings;
and
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the Company may not assert
Staff comments as a defense in any
proceeding initiated by the SEC or any person under the federal
securities laws of the United States.
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767 Fifth
Avenue, New York, New York 10153 Telephone
(212) 702-4300 Fax (212) 750-5841
NYSE -
IEP
Please
contact me should you have any questions or additional comments.
Very
truly yours,
/s/
Dominick Ragone
Dominick
Ragone
Chief
Financial Officer
Icahn
Enterprises G.P. Inc., the General Partner of
Icahn
Enterprises L.P.
cc: Daniel
A. Ninivaggi (Icahn Enterprises L.P.)
767 Fifth
Avenue, New York, New York 10153 Telephone
(212) 702-4300 Fax (212) 750-5841
NYSE -
IEP