?H?itt? ?t?tt? ?tnatr DC 20510 March 27, 2017 Carl Icahn 767 Fifth Avenue, 42th Floor New York, New York 10153 Dear Mr. Icahn: We write because we are increasingly concerned about the role you are playing in the Trump Administration and the possibility that you are breaking federal con?ict of interest laws. Reports suggest you are unfairly using your position in the White House and your access to President Trump to influence the nation?s regulatory policies in order to serve your own interests and not those of the American people. Your multi-billion dollar commercial holdings are vast and riddled with con?icts of interest, and, yet, you have not divested from these holdings since taking your position in the White House. Your vast portfolio includes an 82% ownership stake in CVR Energy, an oil re?ner with a market capitalization worth $1.6 billion; you are the largest shareholder of the medical supplement manufacturer Herbalife; and you recently purchased a significant stake in the drug manufacturer Bristol-Myers Squibb (BMS). Your ownership of each of these companies and others raises alarming questions about how you, and the Trump Administration, are handling your many con?icts of interest. Your Role in the Trump Administration On December 21, 2016, then President-elect Trump?s transition team announced that you would be serving as ?special advisor to the President on issues relating to regulatory That announcement further stated that you would ?not be serving as a federal employee or a Special Government Employee and will not have any specific duties.? Several of us have written to White House Counsel Don McGahn seeking additional information and clarity about your relationship to President Trump and the Trump Administration, whether you are complying with ?nancial disclosure requirements, and what steps are being taken to ensure you are complying with con?ict of interest lawsm We have received no response to these letters, and we write today to ask you to provide the information we need to understand Trump Administration policies and your role in shaping them. During the transition, you reportedly played an active role vetting potential appointees for the Trump Administration. You publicly announced your own intimate involvement in the selection of Scott Pruitt to be Administrator of the Environmental Protection Agencyd? and recent reports indicate you personally pressed Pruitt to support changes to the EPA Renewable 1??President-E1ect Donald J. Trump Names Carl Icahn Special Advisor to the President on Regulatory Reform,? The Trump-Pence Transition Team, December 21, 2016. 13' 53;, gg, Letter from Senator Sheldon Whitehouse et al. to Don McGahn dated March 16, 2017; Letter from Senator Sheldon Whitehouse et al. to Don McGahn dated February 13, 201 l3] ?Icahn: Pruitt a Great Pick for Bloomberg Markets (December 7, 2016) (online at: blips: politics idem Fuel Standard (RPS) that w0uld save CVR Energy hundreds of millions of dollars annually?? Last month, you reportedly led negotiations between the Administration and the oil industry over an executive order that would direct these changes to the RF pro gramfs] The day your proposal was sent to the White House, CVR Energy?s stock value increased by Press reports also indicate that you were closely involved with the selection of the secretaries of the Department of Treasury and Department of Commerce, and the chair of the Securities and Exchange Commission (SEC), an agency which is or has been involved in multiple investigations of companies you ownm The SEC is presently investigating Herbalife for potential violations of the Foreign Corrupt Practices Act's] In February, the SEC settled claims against CVR Energy alleging a failure to disclose transaction fees to and the SEC settled similar claims against EMS in October 2015. Herbalife and EMS would also be heavily affected by Administration regulatory policies related to drug safety and approval matters, Medicare, Medicaid, and the Affordable Care Act. Icahn Enterprises 2016 annual report to the SEC is replete with additional references to federal laws and regulations that affect the many businesses you control, from tax law and policy overseen by the Department of Treasury, to regulation of the ?nancial industry under Dodd-Frank, to climate change and environmental clean?up laws administered by EPAJM Questions about Your Official Status as a White House Special Advisor You and your representatives have routinely downplayed your role in the Trump Administration. For example, Icahn Enterprises General Counsel Jesse stated that you ?at no point had the ability to in?uence EPA or White House policy with respect to Rle or the selection of the head of the and that you never had ?material non-public information??] You appear to be receiving no salary from the White House, and have ?led no ethics reports, indicating that you and the Administration are not acting as if you have an of?cial role. [41 Zachary Mider and Jennifer A. Dlouhy, ?Icahn Pressed EPA Candidates on Ethanol Rule He Wants Scrapped,? Bloomberg Markets (March IT, 2017) (online at: hups: ymm.bloombcrutom neusartiths 2t] 7-03- I 7 icahn- Rebecca Ballhaus, Amy Harder, and David Benoit, ?Carl Icahn, Critic of the EPA, ls Helping Donald Trump Shape It,? Wall Street Journal (December 4, 2016) (online at etitl-is-Ldping??d?o it- 1 Mil 3511.399] Jennifer A. Dlouhy, Ari Matter, and Bill Allison, ??Purest De?nition of a Con?ict?: lcahn?s $126 Million Gain on Biofuel Deal Draws Criticism," Bloomberg Markets (March I, 2017) (online at l1t1ps: ?t vi.blooml?ycigcom nevi; Articles Twill?l?icuhn?s?l James F. Peltz, ?Carl lcahn dismisses con?ict-of-interest fears in role as Trump advisor on regulations,? Los Angeles Times (March IT, 2017) (online at: uwit..lutinics.com business la-ll-leahn-lrump-advistir-30 l6. Ill?- slur} .html); Svea Herbst-Bayliss and Steve Holland, ?Exclusive - Wall Street lawyer Jay Clayton emerges as Trump?s top SEC choice, Reuters (January 4, 20] (online at: Sarah N. Investigating Herbalife Over Foreign Bribery in China,? Reuters (January 20, 20] (online at: mtg: ii is it 54 I). Martin O?Sullivan, Energy Hid Bank Fee From Investors, SEC Says," Law360 (February 14, 2017) {online at: hip}; articles Sing??5 Cir?encrg} Jud-3 ?01 Icahn Enterprises, L.P., Form Annual Report for the Period Ending December 3 l, 2016, ?led March l, 20l7, p. (gaming); 30 (overall regulatory risks); p.38 (automotive parts}; p. 42 (oil re?ning and fertilizer). Zachary Mider and Jennifer A. Dlouhy, ?icahn Bets Against Renewables Market He Wants Trump to Overhaul,? Bloomber?g Market?s (March IT, 2017) (Unline at: ms wbloombcru.com articles 20 ?-03-l??icuhnwbets~ crhuul). However, Icahn Enterprises? SEC ?lings cast your relationship in a differentlight. On two necasions, Icahn Enterprises L.P., in its March 1., 201'? ?ling, stated. Icahn is currently serving as a special adviser to President Donald J. Trump on issues relating to That information was presumably included in' Icahn Enterprises" ?lings because as isthei standard tor information presented to shareholders it was Considered material was a ?Fsubstantial likelihood that a reasonable shareholder- Would consider it important?.?3] You cannot have it both ways: if your involvement 1with the Administration is not" signi?cant enough to require you to play by the con?ict. of interest rules required of other advi sors to the President, it cannot aiso be. signi?cant enough to require you. to adviSe your- c'eIm'pany?s shareholders of the materiaiity of your White House position. If reporting on yc'nur role is 'a'ccurate, it appears to usthat you'should be classi?edas a ?special government empioyee.? (SGE). According to theOffice of'Government Ethics, the category was created by as a Way to apply an important, but limited, set of con?icts of interest requirements to group of individuals who. provide important, but. limited, services to the Government. The Department of Justice Of?ce of Legal Counsel has opined that even a personal friend of a President serving in an unpaid. capacity, iike yoUrsel?. can be an 868- When he ?departs from his usual role as an informal adviser? and ?assumes considerable responsibility for coordinating the Administrations activities. in a particular If, in fact, your active role in this Administration, has made you'a 3GB, it appears you are'not foilowing relevant mics and requirements. For example, 'a SGE may not participate ?personally and [in] a particular. matter in which. .. he has a ?nancial internst,? unless, upon a full disclosm?e of'potential con?icts, you. receive. written authorization to do semi Questions We have numerous? questions about your of?cial or unof?cial position in. the. White House, the policy issues and regulatory matters in which you. have been involved, and the ethics- and legal requirements (if-your position. Accordingly, we request thatyou provide answers to "the tollotving questions: What is poISitio'n in the White House? Are you. considered a White House- empioyee, aSpecial Government Employee, or merely? an unof?cial adviser to the lE?residentriI 2) Have you received any legal guidance from any Administration o?icia?l to determine your of?cial position and to'address ethical issues arisingout of this positiOn?? If so, who ?31 1553:; Icahn Enterprises sens 10-11, pp; 23, 229. ?31 TISC Industries Inc. v. Norrirwny Inc; nausea (1.976}. Memorandum dated February 15, Stephen Birector,.to Designated Agency EthiCs Of?cials, General 'Cnunsels, and Inspectors General Regarding Summary of Ethitial Requirements Applicable to Special Government Employees, Office of Government Ethics, Informal Advisery 06x1. ?Conflict of InteresthtatUS-of an informal Presidential Adviser-as a" Special Government Employee,?? Department'oflustice Of?ce of'Legai Counsel, Opinion i799, p. 23. Us! is "use. 203(3) provided this guidance, and what was the nature of this guidance? What steps have you taken to comply with this guidance? 3) Have you been required to divest yourself of any holdings or recuse yourself from the deliberations of any decisions in this role? 4) Have you received any waivers from ethics requirements? 5) Have you provided any ?nancial disclosures to the Administration? Have you completed a Form 278 ?nancial disclosure? If you have not, who advised you not to do so? 6) Have you recused yourself from providing advice on any federal policies? If so, please identify the topic and score of your recusals. 7) Since January 20, 201?, on what policies have you consulted with the President or any other Administration of?cial? On what policies do you intend to consult with him? 8) Since January 20, 2017, on what nominations have you consulted with the President or any other Administration of?cial? On what nominations do you intend to consult with him? 9) On what subjects are you authorized to negotiate with outside entities on behalf of the President and the White House? What representations have you made to outside entities concerning your authority, and when did you do so? 10) What advice have you provided to the President or any other White House or EPA officials about the RPS policy? 11) What advice have you provided to the President or any other White House or HHS or other Administration of?cials about: policies affecting drug and supplement regulations and pricing, regulatory policy at FDA or HHS, or regulatory policy relating to Medicare, Medicaid, VA healthcare, or the Affordable Care Act? 12) Do you have access to a government phone line or have you used any other government resources relevant to your ?special advisor? role? 13) Do you have an of?cial government email address? 14) How many days have you dedicated to your role as a special advisor since January 20, 201?? 15) Have you had access to non-public, con?dential, or otherwise privileged information in the course of your duties? Have you been briefed by any federal of?cials? If so, please identify what information you have obtained, and names, dates, and subject matter of any brie?ngs you have had. The longer you and the Administration refuse to answer questions about your role in the Administration, and refuse to take all appropriate steps required under law to address your con?icts of interest, the greater the appearance that you are merely using your access for personal gain. This is absolutely inconsistent with the President?s claim that he is ?drain[ing] the swamp.? We urge you to answer our questions and address these concerns as quickly as possible. MM mm S?eldon Whitehouse ?lilizabet Warren United States Senator United ates Senator Patrick J. Leahy United States Senator . erkley United States Senator Tammy Du worth Mad 850104 Sherrocl Brown United States Senat 2.744;. T?nmy B?dwin United States Senator Cc: The Honorable Jeff Sessions, US. Attorney General Michael S. Piwowar, Acting Chairman, US. Securities and Exchange Commission Walter Shaub, Director, Of?ce of Government Ethics