ICAHN ENTERPRISES L.P. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. 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. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for an assessment of the effectiveness of internal control over financial reporting; as such items are defined in Rule 13a-15f under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance that our financial reporting and preparation of financial statements is reliable and in accordance with generally accepted accounting principles. Our policies and procedures are designed to provide reasonable assurance that transactions are recorded and records are maintained in reasonable detail as necessary to accurately and fairly reflect transactions and that all transactions are properly authorized by management in order to prevent or timely detect unauthorized transactions or misappropriation of assets that could have a material effect on our financial statements. Management is required to base its assessment on the effectiveness of our internal control over financial reporting on a suitable, recognized control framework. Management has utilized the criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of internal control over financial reporting. Our management has performed an assessment according to the guidelines established by COSO. Based on the assessment, management has concluded that our system of internal control over financial reporting, as of December 31, 2020, is effective. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. 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. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ 123 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Partners Icahn Enterprises L.P. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Icahn Enterprises L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2020, and our report dated February 26, 2021 expressed an unqualified opinion on those financial statements. Basis for opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. /s/GRANT THORNTON LLP ​ New York, New York February 26, 2021 ​ 124 Table of Contents Item 9B. Other Information None. PART III ​ Item 10. Directors, Executive Officers and Corporate Governance The names, offices held and ages of the directors and executive officers of Icahn Enterprises G.P., Inc. (“Icahn Enterprises GP”), the general partner of each of Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) during 2020 and through the date of this Report are as follows: ​ ​ ​ ​ ​ Name Age Position Carl C. Icahn 85 Chairman of the Board Keith Cozza 42 President, Chief Executive Officer and Director SungHwan Cho 46 Chief Financial Officer and Director Ted Papapostolou 40 Chief Accounting Officer Brett Icahn ​ 41 ​ Director Michael Nevin 37 Director Denise Barton 63 Director Alvin B. Krongard 84 Director Stephen A. Mongillo ​ 59 ​ Director Our directors are selected by Carl C. Icahn, as the controlling stockholder of Icahn Enterprises GP, and are not elected by our limited partners. Individuals who possess characteristics that include integrity, business experience, financial acumen and leadership abilities are qualified to serve on our board of directors. Listed below are our directors and executive officers with their biographies. In addition, we have summarized for each director why such director has been chosen to serve on our board of directors. Carl C. Icahn has served as Chairman of the Board and a director of Starfire Holding Corporation, a privately-held holding company, and Chairman of the Board and a director of various subsidiaries of Starfire Holding Corporation, since 1984. Since August 2007, through his position as Chief Executive Officer of Icahn Capital LP, a wholly-owned subsidiary of Icahn Enterprises and certain related entities, Mr. Icahn’s principal occupation has been managing private investment funds, including Icahn Partners LP and Icahn Partners Master Fund LP. Since 1990, Mr. Icahn has been Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises and Icahn Enterprises Holdings. Mr. Icahn was previously: Chairman of the Board of Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, from 2010 until 2018; Chairman of the Board of CVR Refining, LP from 2013 to 2018; Chairman of the Board of CVR Energy, Inc., from 2012 to 2018; President and a member of the Executive Committee of XO Holdings, from 2011 to 2017, and Chairman of the Board of its predecessors, from 2003 to 2011; a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, from 2007 to 2015, and the non-executive Chairman of the Board of Federal-Mogul LLC, from 2008 to 2015; Chairman of the Board of American Railcar Industries, Inc., a railcar manufacturing company, from 1994 to 2014; a director of American Railcar Leasing LLC, a lessor and seller of specialized railroad tank and covered hopper railcars, from 2004 to 2013; a director of WestPoint Home LLC, from 2005 to 2011; and a director of Cadus Corporation, a company engaged in the acquisition of real estate for renovation or construction and resale, from 1993 to 2010. Mr. Icahn brings to his role as the Chairman of the Board his significant business experience in leadership roles as director in various companies as discussed above, including certain of our subsidiaries. In addition, Mr. Icahn is uniquely qualified based on his historical background for creating value in companies across multiple industries. Mr. Icahn has proven to be a successful investor over the past 40 years. Keith Cozza has been the President and Chief Executive Officer of Icahn Enterprises since February 2014. In addition, Mr. Cozza has served as Chief Operating Officer of Icahn Capital LP, the subsidiary of Icahn Enterprises 125 Table of Contents through which Carl C. Icahn manages investment funds, since February 2013. From February 2013 to February 2014, Mr. Cozza served as Executive Vice President of Icahn Enterprises. Mr. Cozza is also the Chief Financial Officer of Icahn Associates Holding LLC, a position he has held since 2006. Mr. Cozza has been a: Chairman of the Board of Xerox Corporation, a provider of document management solutions, since May 2018; and director of Icahn Enterprises since September 2012. In addition, Mr. Cozza serves as a director of certain wholly-owned subsidiaries of Icahn Enterprises, including: Icahn Automotive Group LLC and PSC Metals, LLC. Mr. Cozza was previously: 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; a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, from January 2017 until October 2018; 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; a director of Herbalife Ltd., a nutrition company, from April 2013 until April 2018; 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; a director of FCX Oil & Gas Inc., a wholly-owned subsidiary of Freeport-McMoRan Inc., from October 2015 to April 2016; a director of CVR Refining, LP from January 2013 to February 2014; 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. Icahn Enterprises, Icahn Automotive Group LLC, PSC Metals, LLC and CVR Refining, LP each are indirectly controlled by Carl C. Icahn, and Federal-Mogul LLC, Tropicana Entertainment Inc. and American Railcar Leasing LLC were previously indirectly controlled by Mr. Icahn. Mr. 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. Mr. Cozza brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above. 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. SungHwan Cho has served as Chief Financial Officer of Icahn Enterprises since March 2012. Prior to that time, he was Senior Vice President and previously Portfolio Company Associate at Icahn Enterprises since October 2006. Mr. Cho has been a: director of Hertz Global Holdings, Inc., a company engaged in the car rental business, since May 2017; director of CVR Energy, Inc. since May 2012 (and has been Chairman of the Board of CVR Energy, Inc. since June 2018); and director of Icahn Enterprises since September 2012. In addition, Mr. Cho serves as a director of WestPoint Home LLC. Mr. Cho was previously: a director of PSC Metals, LLC; a director of Icahn Automotive Group LLC; 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; a director and Chairman of the Board of Ferrous Resources Limited, an iron ore mining company, from January 2017 until July 2019; a director (from January 2013) and Chairman of the Board (from June 2018) of CVR Refining, LP until January 2019; 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; a director of CVR Partners, LP from May 2012 to April 2017; a director of Viskase Companies, Inc. from November 2006 to April 2017; a director of Take-Two Interactive Software Inc., a publisher of interactive entertainment products, from April 2010 to November 2013; 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; and a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, until October 2018. Icahn Enterprises, CVR Energy, Inc., Icahn Automotive Group LLC, PSC Metals, LLC, WestPoint Home LLC, CVR Partners, LP, Viskase Companies, Inc. and CVR Refining, LP each are indirectly controlled by Carl C. Icahn, and Ferrous Resources Limited, American Railcar Leasing LLC, American Railcar Industries, Inc. and Federal-Mogul LLC, were previously indirectly controlled by Mr. Icahn. Mr. Icahn has or previously had a non-controlling interest in each of Hertz Global Holdings, Tenneco, Inc. and Take-Two Interactive Software through the ownership of securities. Mr. Cho brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above. 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. Ted Papapostolou has served as Chief Accounting Officer of Icahn Enterprises since March 2020, and as its Secretary since April 2020. Mr. Papapostolou served in various progressive accounting positions at Icahn Enterprises from March 2007 to March 2020. Previously, Mr. Papapostolou worked at Grant Thornton LLP in their audit practice. 126 Table of Contents Mr. 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. Mr. Papapostolou has served as director of Viskase Companies, Inc., since April 2020. Viskase Companies, Inc., is indirectly controlled by Carl C. Icahn. Brett Icahn has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP and has been a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises since October 2020. Mr. Icahn was previously a consultant for Icahn Enterprises, where he exclusively provided investment advice to Carl C. Icahn with respect to the investment strategy for Icahn Enterprises’ Investment segment and with respect to capital allocation across Icahn Enterprises’ various operating subsidiaries from 2017 to 2020. From 2010 to 2017, Mr. Icahn was responsible for co-executing an investment strategy across all industries as a Portfolio Manager of the Sargon Portfolio for Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds. From 2002 to 2010, Mr. Icahn served as an investment analyst for Icahn Capital LP and in a variety of investment advisory roles for Carl C. Icahn. Mr. Icahn has been a director of Newell Brands Inc., a global marketer of consumer and commercial products, since March 2018. Mr. Icahn was previously a director of: Nuance Communications, Inc., a provider of voice and language solutions, from October 2013 to March 2016; Voltari Corporation, a mobile data services provider, from January 2010 to August 2014; American Railcar Industries, Inc., a railcar manufacturing company, from January 2007 to June 2014; Cadus Corporation, a company engaged in the acquisition of real estate for renovation or construction and resale, from January 2010 to February 2014; Take-Two Interactive Software Inc., a publisher of interactive entertainment products, from April 2010 to November 2013; and The Hain Celestial Group, Inc., a natural and organic products company, from July 2010 to November 2013. Voltari Corporation, American Railcar Industries and Cadus Corporation were previously indirectly controlled by Carl C. Icahn. Carl C. Icahn also has or previously had non-controlling interests in Newell Brands Inc., Nuance Communications, Inc., Take-Two Interactive Software Inc. and the Hain Celestial Group through the ownership of securities. Brett Icahn is the son of Carl C. Icahn. Mr. Icahn brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above. In addition, Mr. Icahn is uniquely qualified based on his prior experience working as an investment analyst for Icahn Capital LP. Michael Nevin has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since December 2018 and has served as Managing Director from June 2018 until August 2019. In addition, Mr. Nevin has served as Chief Financial Officer of Icahn Automotive Group LLC since February 2019. From July 2015 to June 2018, Mr. Nevin served as a Financial Analyst at Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Nevin was employed by Jefferies LLC as a Research Analyst from 2014 to 2015 covering the utilities sector. Mr. 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. Mr. Nevin has been a director of: Viskase Companies, Inc. since April 2017. Mr. Nevin was previously: a director of Conduent Incorporated, a provider of business process outsourcing services, from December 2016 through August 2019; a director of Ferrous Resources Ltd, an iron ore mining company, from December 2016 through its sale in August 2019; a director of American Railcar Industries, Inc., a railcar manufacturing company, from February 2017 through its sale in December 2018; and a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, from February 2016 through its sale in October 2018. Viskase Companies, Inc., is indirectly controlled by Carl C. Icahn. Ferrous Resources Ltd., American Railcar Industries, Inc. and Federal-Mogul LLC were previously indirectly controlled by Mr. Icahn. Carl C. Icahn also has a non-controlling interests in Conduent Incorporated through the ownership of securities. Mr. Nevin is married to the daughter of Carl C. Icahn. Mr. Nevin brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above. 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. 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. Ms. 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. Ms. 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. Ms. Barton 127 Table of Contents 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. Barton has over 15 years’ experience in public accounting and has served as Chief Financial Officer in both public and private companies. Ms. Barton is a certified public accountant and has been licensed by the Nevada State Gaming Control Commission, the New Jersey Casino Control Commission and the Mississippi Gaming Commission. Ms. Barton brings to her service as a director her significant experience in leadership roles as director of various companies as discussed above. 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. Alvin B. 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. Mr. Krongard currently serves as a director and a member of the audit committee of the board of directors of Apollo Global Management, LLC; as a director and chairman of the corporate governance committee and the investment committee of the board of directors of Iridium Communications Inc. 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. 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. Mr. 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. Upon the merger of Alex.Brown with Bankers Trust Corporation in 1997, Mr. Krongard became Vice Chairman of the Board of Bankers Trust and served in such capacity until joining the Central Intelligence Agency in 1998. Mr. Krongard brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above. 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. Stephen A. 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. Mr. Mongillo has served as a director of CVR Energy, Inc., a majority owned subsidiary of Icahn Enterprises, since May 2012. Mr. Mongillo is currently, and has been since April 2012, the Chairman and Chief Executive Officer of AMPF, Inc., a distributor of picture frame mouldings and supplies of which he is also the principal shareholder. Previously, Mr. Mongillo served as: a director of HERC Holdings, Inc., a publicly traded equipment rental company, from 2016 until 2018; a director of American Railcar Industries, Inc from 2009 until 2011; a director of WestPoint Home LLC, from March 2009 until January 2011; and a managing director of Icahn Capital LP, from January 2008 until January 2011. Icahn Capital LP and WestPoint Home, LLC are each indirectly controlled by Carl C. Icahn. American Railcar Industries, Inc. was previously indirectly controlled by Carl C. Icahn. Carl C. Icahn also previously had non-controlling interests in HERC Holdings, Inc through the ownership of securities. Mr. Mongillo received a B.A. from Trinity College and an M.B.A from the Amos Tuck School of Business Administration at Dartmouth College. Mr. Mongillo brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above. In particular, his service as Chief Executive Officer of AMPF, Inc. enables him to understand the complex business and financial issues that we may face. Audit Committee Denise Barton, Alvin B. Krongard and Stephen A. Mongillo serve on our audit committee. 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. 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: Investor Relations. Our audit committee has regularly scheduled meetings each year, and numerous other meetings when circumstances require. Regularly scheduled meetings are held in connection (a) with the audit committee’s review, together with our 128 Table of Contents 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. 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. The functions of our audit committee include, but are not limited to: (1) the review of our financial and accounting policies and procedures, including oversight; (2) the selection of our independent auditor and the determination of the auditor’s fees for audit services; (3) the pre-approval of any non-audit services and the fees to be paid to our independent auditor; (4) the obtaining, at least annually, of a report from our independent auditor of the adequacy of our internal controls over financial reporting; (5) the review of the results of all audits of our books and records performed by the independent auditor for, among other reasons, to determine the integrity of our financial statements; (6) discussing our policies with respect to risk assessment and risk management, and reporting such policies to the full board of directors; (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; and (8) the review and approval of related party transactions and conflicts of interest in accordance with the terms of our partnership agreement. Our audit committee is empowered, in its discretion, to engage such advisors as it might deem necessary, including legal counsel and financial and accounting advisors. Interested parties may directly communicate with the presiding director of the audit committee or with the non-management directors of the audit committee as a group by directing all inquiries to our ethics hotline at (877) 888-0002. Audit Committee Report The audit committee has confirmed that: (1) the audit committee reviewed and discussed our audited financial statements for the year ended December 31, 2020 with management; (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); (3) the audit committee has received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1; 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, 2020 be included in this Report. This report is provided by the following independent directors, who constitute the audit committee: Denise Barton Alvin B. Krongard Stephen A. Mongillo Code of Ethics and Business Conduct 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. 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: Investor Relations. 129 Table of Contents Nasdaq Corporate Governance Compliance 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. As of February 26, 2021, we believe that we are compliant with Nasdaq’s corporate governance requirements. Board Leadership Structure Our leadership structure includes the positions of Chairman of the Board (“Chairman”) and Chief Executive Officer. Mr. Icahn serves as our Chairman and Mr. Cozza serves as our Chief Executive Officer. The Chairman is responsible for organizing the board of directors and setting its agenda and priorities. The Chairman does not participate in the day-to-day business operations of our business segments, other than our Investment segment. 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. 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. 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. Board of Directors Role in Risk Oversight In connection with its oversight responsibilities, the board of directors, including the audit committee, periodically reviews the significant risks that we face. These risks include strategic, financial, operational and compliance risks. 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 ten times during 2020, including four regularly scheduled meetings and six special meetings. All of the directors who served during all of 2020 attended at least 75% of the total meetings of the board of directors and each of its committees on which such director served. Delinquent Section 16(a) Reports 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. 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. In July 2020, Mr. 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. Mr. Papapostolou did not have any transactions to report and has not been required to file any other reports with the SEC. Item 11. Executive Compensation 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. 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. As an MLP, pursuant to Icahn Enterprises’ partnership agreement, the general partner, Icahn Enterprises 130 Table of Contents 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. Accordingly, Icahn Enterprises does not hold annual meetings to elect its directors. Compensation Discussion and Analysis The following section provides an overview and analysis of our compensation programs, the compensation decisions we have made under those programs, and the factors we considered in making those decisions. Later in this section, under the heading “Additional Information Regarding Executive Compensation,” we provide a table containing specific information about the compensation earned by the following individuals in 2020, whom we refer to as our named executive officers: ● Carl C. Icahn, Chairman of the Board(1) ● Keith Cozza, President and Chief Executive Officer(2) ● SungHwan Cho, Chief Financial Officer(3) ● Ted Papapostolou, Chief Accounting Officer ● Peter Reck, Chief Accounting Officer(4) (1) In addition, Mr. Icahn serves as Chief Executive Officer of our subsidiary, Icahn Capital LP and of the Investment Funds. (2) In addition, Mr. 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. (3) In addition, Mr. Cho serves as a director of Icahn Enterprises and Icahn Enterprises Holdings. (4) Mr. Reck served as Chief Accounting Officer until March 31, 2020, at which time his employment with us ended. 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. Overview of Compensation Program Throughout this narrative discussion and in the accompanying table, we refer to our named executive officers. The key compensation package provided to our named executive officers consists of (i) base salary, (ii) incentive compensation and (iii) other benefits. The key compensation provided to our named executive officers for 2020 consisted of salary and bonuses. See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2020. Executive compensation levels and bonuses are established based upon the recommendation of our chairman, which are discussed with members of the board. 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. Compensation Philosophy and Objectives Our executive compensation philosophy is designed to support our key business objectives while maximizing value to our unitholders. The objectives of our compensation structure are to attract and retain valuable employees, assure fair and internally equitable pay levels and provide a mix of base salary and variable bonuses that provides motivation and rewards performance. At the same time, we seek to optimize and manage compensation costs. 131 Table of Contents The primary components of our executive compensation are base salary and, except as otherwise indicated, annual bonus, payable in cash. 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. Determination of Appropriate Pay Levels We compete with many other companies for experienced and talented executives. Although we do not benchmark compensation against a specified peer group of companies, we review and consider market information regarding pay practices in the real estate and finance industries generally in assessing the reasonableness of compensation and ensuring that compensation levels remain competitive in the marketplace. Each element of compensation is reviewed so that the overall compensation package will attract, motivate and retain our key employees, including our named executive officers, by rewarding superior performance. The following factors are considered to determine the amount of compensation paid to each executive officer: ● overall job performance, including performance against corporate and individual objectives; ● job responsibilities, including unique skills necessary to support our long-term performance, including that of our subsidiaries; and ● teamwork, both contributions as a member of the executive management team and fostering an environment of personal and professional growth for the entire work force. Allocation of Compensation There is no pre-established policy or target for the allocation of compensation. 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. In 2020, the total compensation granted to named executive officers was in the form of cash compensation. Compensation Components Base Salary Base salaries for executive officers are determined based on job performance, job responsibilities and teamwork. Mr. 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. Generally, total compensation is used in determining the amount of contributions permitted under our 401(k) Plan. In addition, base salary may include accrued but unused paid time off (“PTO”) days that have been paid in accordance with the Company’s PTO policy. See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for detailed information on the compensation received by each of our named executive officers for 2020. Bonus The Company believes that bonuses are an integral component of compensation that is an important way to motivate and reward performance of our employees. The Company does not have a formula or pre-established policy for determining either salary levels or bonuses; bonuses are discretionary. In addition, in order that we remain competitive in 132 Table of Contents the marketplace, we may review market information regarding pay practices in the real estate and 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. For 2020, Mr. Cozza was paid a discretionary bonus of $5,000,000, Mr. Cho received a discretionary bonus of $1,700,000 and Mr. Papapostolou received a discretionary bonus of $100,000. 401(k) Plan and Other Benefits For 2020, Messrs. 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. 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. Mr. Icahn was our only named executive who did not participate in the 401(k) Plan for 2020. Our 401(k) Plan helps employees save and prepare financially for retirement. The 401(k) Plan allows employees to contribute up to 50% of their eligible compensation, up to the limits imposed by the Internal Revenue Code, as amended, on a pre-tax basis. We currently match, within prescribed limits, 50% of eligible employees’ contributions up to 6.25% of their eligible compensation. Participants choose to invest their account balances from an array of investment options as selected by plan fiduciaries from time to time. The 401(k) Plan provides distributions in a lump sum. Under certain circumstances, loans and withdrawals are permitted. All of our named executive officers are entitled to receive medical, dental, life insurance and PTO benefits that are offered to all of our employees and are designed to enable us to attract and retain our workforce in a competitive environment. Health and PTO benefits help ensure that we have a productive and focused workforce. Perquisites 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. Icahn, for whom perquisites and other benefits are identified in the Summary Compensation Table under the “All Other Compensation” column and in related footnotes. CEO Pay Ratio Our Chief Executive Officer to median employee pay ratio (“CEO Pay Ratio”) is calculated in accordance with Regulation S-K. 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. 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 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. We included all active employees, except as permitted to be excluded by Regulation S-K, whether employed on a full-time, part-time, temporary or seasonal basis. 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. Dollars. The median employee identified in the prior year continued to be actively employed as of December 31, 2020. 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. 133 Table of Contents Our Chief Executive Officer’s total annual compensation for 2020 was $6,511,588. The median employee’s total annual compensation for 2020 was $30,989. The ratio of our Chief Executive Officer’s total annual compensation to our median employee’s total annual compensation for 2020 was 210:1. Compensation Committee Report As stated above, pursuant to exemptions from the Nasdaq listing rules, the board of directors is not required to have, and does not have, a standing compensation committee. The board of directors has reviewed and discussed the Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K with management. Based on that review and discussion, the board of directors recommended that the Compensation Disclosure and Analysis be included in this Report. This report is provided by the board of directors: Carl C. Icahn Keith Cozza Sung Hwan Cho Brett Icahn Michael Nevin Denise Barton Alvin B. Krongard Stephen A. Mongillo Compensation Committee Interlocks and Insider Participation During 2020, our entire board of directors, including Mr. Icahn, participated in deliberations concerning executive compensation. During 2020, none of our executive officers served on the compensation committee (or equivalent), or the board of directors of another entity whose executive officer(s) served on our board of directors. Additional Information Regarding Executive Compensation The following table sets forth information in respect of the compensation earned for services to us and/or our subsidiaries by each of our named executive officers for 2020. 134 Table of Contents Summary Compensation Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Compensation (1) ​ ​ ​ ​ All Other ​ ​ ​ ​ ​ Salary ​ Bonus ​ Compensation ​ Total Name and Principal Position ​ Year ​ ($) ​ ($) ​ ($) ​ ($) Carl C. Icahn (2) ​ 2020 ​ 1 ​ — ​ 14,636 (3) ​ 14,637 Chairman of the Board 2019 1 ​ — ​ 14,636 (3) ​ 14,637 ​ 2018 1 — ​ 66,142 (3) ​ 66,143 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Keith Cozza (4) 2020 1,500,000 5,000,000 ​ 11,588 (3) ​ 6,511,588 President and Chief Executive Officer 2019 1,500,043 5,000,000 ​ 11,344 (3) ​ 6,511,387 ​ 2018 1,528,889 5,000,000 ​ 10,719 (3) ​ 6,539,608 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SungHwan Cho (5) 2020 840,000 1,700,000 ​ 11,588 (3) ​ 2,551,588 Chief Financial Officer 2019 878,794 1,700,000 ​ 11,344 (3) ​ 2,590,138 ​ 2018 849,254 1,700,000 ​ 10,719 (3) ​ 2,559,973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ted Papapostolou (6) 2020 250,000 100,000 ​ 11,230 (3) ​ 361,230 Chief Accounting Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Peter Reck (7) 2020 120,271 — ​ 9,580 (3) ​ 129,851 Chief Accounting Officer 2019 331,971 225,000 ​ 10,324 (3) ​ 567,295 ​ 2018 321,932 225,000 ​ 10,152 (3) ​ 557,084 (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. (2) The salary indicated above represents compensation paid to Mr. Icahn in each of 2020, 2019 and 2018 for his services as Chief Executive Officer of our subsidiary, Icahn Capital LP, and of the general partners of the Investment Funds. Mr. 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. Mr. Icahn does not receive director fees from us. (3) Represents other compensation paid to the following named executive officers: (i) Carl C. Icahn, $13,681, $13,681 and $29,499, in medical and dental benefits for 2020, 2019 and 2018, respectively; $955 in life insurance paid by us for each of 2020, 2019 and 2018; and in his capacity as the Chairman of the Board of Federal-Mogul, $35,688, representing the incremental cost of Mr. Icahn’s personal use of Federal-Mogul’s corporate aircraft for 2018. Mr. Icahn received no fees or compensation from Federal-Mogul for 2018, other than the use of the corporate aircraft as discussed above. 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. The use of the aircraft for personal use by Mr. Icahn was approved by the board of directors and the Compensation Committee of Federal-Mogul; (ii) Mr. Cozza, $8,906, $9,063 and $8,438 in matching contributions under our 401(k) Plan for 2020, 2019 and 2018, respectively; $1,726, $1,326 and $1,326 in medical and dental benefits paid by us for 2020, 2019 and 2018, respectively; $955 in life insurance premiums paid by us for each of 2020, 2019 and 2018; (iii) Mr. Cho, $8,906, $9,063 and $8,438 in matching contributions under our 401(k) Plan for 2020, 2019 and 2018, respectively; $1,726, $1,326 and $1,326 in medical and dental benefits paid by us for 2020, 2019 and 2018, respectively; $955 in life insurance premiums paid by us for each of 2020, 2019 and 2018; (iv) Mr. Papapostolou, $8,906 in matching contributions under our 401(k) Plan for 2020; $1,726 in medical and dental benefits paid by us for 2020; $597 in life insurance premiums paid by us for 2020; and (v) Mr. Reck, $8,906, 135 Table of Contents $8,827 and $8,655 in matching contributions under our 401(k) Plan for 2020, 2019 and 2018, respectively; $486, $742 and $742 in medical and dental benefits paid by us for 2020, 2019 and 2018, respectively; and $188, $755 and $755 in life insurance premiums paid by us for 2020, 2019 and 2018, respectively. Mr. 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. (4) In addition to Mr. 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. During 2020, Mr. 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. (5) For 2020, Mr. 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. (6) For 2020, Mr. Papapostolou received a salary of $250,000 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. (7) For 2020, Mr. Reck received a salary of $120,271, which represents his salary for the period through March 31, 2020. Each of our executive officers may perform services for affiliates of Mr. Icahn for which we receive reimbursement. See Item 13, “Certain Relationships and Related Transactions, and Director Independence.” Mr. Brett Icahn is the son of Carl C. Icahn, the Chairman of the Board of Icahn Enterprises. Mr. Nevin is married to the daughter of Carl C. Icahn. There are no other family relationships between or among any of our directors and/or executive officers. Employment Agreements On December 20, 2019, Icahn Enterprises entered into an employment agreement (the “Employment Agreement”) with Keith Cozza, pursuant to which Mr. 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. Mr. 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. During his term of employment under the Employment Agreement, Mr. Cozza will 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 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. We do not currently have an employment agreement with any of our other named executive officers. Stock Award, Option and Non-Equity Incentive Plans 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. 136 Table of Contents 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, 2020. As noted above, on December 20, 2019, Icahn Enterprises entered into the Employment Agreement with Mr. Cozza, which provides that, in the event that Mr. 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. As noted above under “Employment Agreements”, the amount of the bonus for Mr. 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 $2,083,333.34. If Mr. Cozza is terminated by Icahn Enterprises without Cause or terminates his employment for Good Reason, in either case, during the 2021 calendar year, the pro-rata portion of Mr. Cozza’s bonus will be determined based on the number of days elapsed during calendar year 2021 prior to the effective date of such termination over the total number of calendar days from January 1, 2021 through May 31, 2021 (and not, for the avoidance of doubt, through December 31, 2021). For purposes of the Employment Agreement, “Cause” generally means (i) conduct by Mr. Cozza in any manner that violates any law, rule or regulation in any material respect, as a result of any wrongful or improper act, but, in each case, only to the extent that Mr. Cozza’s conduct results in his conviction of a felony in a United States federal court or state court of law, or (ii) a material breach by Mr. Cozza of the Employment Agreement which is not cured within 5 business days following written notice. For purposes of the Employment Agreement, “Good Reason” generally means (i) a material breach of the terms of the Employment Agreement by Icahn Enterprises, or (ii) a material change in the duties assigned to Mr. Cozza which are so different in responsibility and scope so as to be materially adverse to Mr. Cozza to the extent that Mr. Cozza acting reasonably would be demeaned by such change, in each case, which is not cured within 5 business days following written notice. Director Compensation The following table provides compensation information for our directors in 2020, except for Messrs. Icahn, Cho and Cozza. Compensation received by Messrs. Icahn, Cho and Cozza is included in the Summary Compensation Table. Messrs. Icahn, Cho and Cozza did not receive compensation for serving on our board of directors. ​ ​ ​ ​ ​ ​ ​ ​ Fees Earned or All Other ​ ​ ​ Paid in Cash ​ Compensation ​ Total Name ​ ($) ​ ($) ​ ($) Brett Icahn — — — Michael Nevin — — — Denise Barton 39,208 — 39,208 Alvin B. Krongard 35,000 — 35,000 Stephen A. Mongillo ​ 27,828 ​ — ​ 27,828 Jack G. Wasserman 6,339 — 6,339 ​ Each director will hold office until his successor is elected and qualified. Mr. Wasserman has resigned as a director and chairman of the audit committee effective as of February 27, 2020. Mr. Mongillo was appointed to serve as director in March 2020 to fill the vacancy created by the departure of Mr. Wasserman. During 2020, the fees earned or paid in cash for Ms. Barton and Messrs. Krongard, Mongillo and Wasserman, were in respect of their services rendered as members of our board of directors. With respect to Mr. 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. 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 from date of her appointment as chairman of the audit committee on February 27, 2020. Brett Icahn and Mr. Nevin did not receive compensation in respect of their services rendered as a member of our board of directors. Directors receive only cash compensation, if applicable, and currently are not granted any options, units or other equity-based awards. 137 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters As of February 26, 2021, affiliates of Mr. Icahn, owned 221,749,462 of Icahn Enterprises’ depositary units, or approximately 92% 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. 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. Thus, since Mr. Icahn, through affiliates, holds approximately 92% of Icahn Enterprises’ outstanding depositary units as of February 26, 2021, Icahn Enterprises GP will not be able to be removed pursuant to the terms of our partnership agreement without Mr. Icahn’s consent. Moreover, under the partnership agreement, the affirmative vote of Icahn Enterprises GP and unitholders owning more than 50% of the total number of all outstanding depositary units then held by unitholders, including affiliates of Mr. Icahn, is required to approve, among other things, selling or otherwise disposing of all or substantially all of our assets in a single sale or in a related series of multiple sales, our dissolution or electing to continue Icahn Enterprises in certain instances, electing a successor general partner, making certain amendments to the partnership agreement or causing us, in our capacity as sole limited partner of Icahn Enterprises Holdings, to consent to certain proposals submitted for the approval of the limited partners of Icahn Enterprises Holdings. Accordingly, as affiliates of Mr. Icahn hold in excess of 50% of the depositary units outstanding, Mr. Icahn, through affiliates, will have effective control over such approval rights. 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. Except for Mr. Icahn, none of our named executive officers, directors or other unitholders beneficially own more than 5% of Icahn Enterprises’ depositary units. ​ ​ ​ ​ ​ ​ ​ Beneficial Ownership of ​ ​ ​ Icahn Enterprises’ ​ ​ Name of Beneficial Owner ​ Depositary Units ​ Percent of Class Carl C. Icahn 221,749,462 (a) (b) 91.9 % Keith Cozza 2,000 * ​ SungHwan Cho 1,100 * ​ Ted Papapostolou — — % Brett Icahn 442,012 * ​ Michael Nevin — — % Denise Barton — — % Alvin B. Krongard 36,008 * ​ Stephen A. Mongillo — — % All Directors and Executive Officers as a Group (nine persons) 222,230,582 92.1 % * Less than 1% of total outstanding depositary units of Icahn Enterprises. (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. (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. Mr. Icahn, by virtue of his relationship to such entities, may be deemed to beneficially own such Depositary Units. Mr. Icahn disclaims beneficial ownership of such Depositary Units except to the extent of his pecuniary interest therein. 138 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans 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. 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. One million of Icahn Enterprises’ depositary units were initially available under the 2017 Incentive Plan. As of December 31, 2020, there were no securities to be issued upon the exercise of outstanding options, warrants or rights. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence Related Party Transaction Policy Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including, without limitation, buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to the limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates. Related Party Transactions with Our General Partner and Its Affiliates Mr. Icahn, in his capacity as majority unitholder, will not receive any additional benefit with respect to distributions and allocations of profits and losses not shared on a pro rata basis by all other unitholders. In addition, Mr. Icahn has confirmed to us that neither he nor any of his affiliates will receive any fees from us in consideration for services rendered in connection with investments by us other than as otherwise disclosed herein. We have, and in the future may determine to make, investments in entities in which Mr. Icahn or his affiliates also have investments. We may enter into other transactions with Mr. Icahn and his affiliates, including, without limitation, buying and selling assets from or to affiliates of Mr. Icahn and participating in joint venture investments in assets with affiliates of Mr. Icahn. Furthermore, it should be noted that our partnership agreement provides that Icahn Enterprises GP and its affiliates are permitted to have other business interests and may engage in other business ventures of any nature whatsoever, and may compete directly or indirectly with our business. Mr. Icahn and his affiliates currently invest in assets that may be similar to those in which we may invest, and Mr. Icahn and his affiliates intend to continue to do so. Pursuant to the partnership agreement, however, we will not have any right to participate therein or receive or share in any income or profits derived therefrom. During 2020, we declared four quarterly distributions aggregating $8.00 per depositary unit. Depositary unitholders were given the option to make an election to receive the distributions in either cash or additional depositary units; if a holder did not make an election, it was automatically deemed to have elected to receive the distributions in cash. As a result of the above declared distributions, during 2020 we distributed an aggregate 25,352,178 of Icahn Enterprises’ depositary units to those depositary unitholders who elected to receive such distributions in additional depositary units, of which an aggregate of 24,902,568 depositary units were distributed to Mr. Icahn and his affiliates. 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. Mr. Icahn and his affiliates have historically elected to receive their distributions in additional units; however, in the first quarter of 2020, they received their distribution in cash. For the distributions declared in the second, third and fourth quarters of 2020, Mr. 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. Icahn and his affiliates owned approximately 92% of Icahn Enterprises’ outstanding depositary units as of December 31, 2020. Mr. 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. Pursuant to registration rights agreements, Mr. Icahn has certain registration rights with regard to the depositary units beneficially owned by him. 139 Table of Contents On February 24, 2021, 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 28, 2021 to depositary unitholders of record at the close of business on March 26, 2021. Depositary unitholders will have until April 16, 2021 to make an election to receive either cash or additional depositary units; if a holder does not make an 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. Icahn are also investing. Additionally, Mr. Icahn and his affiliated entities may also invest in securities in which Icahn Enterprises and its consolidated subsidiaries invest. Mr. Icahn and his affiliates (excluding Icahn Enterprises and Icahn Enterprises Holdings), make investments in the Investment Funds. During 2020, Mr. 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. Icahn and his affiliates (excluding us). As of December 31, 2020, the total fair market value of investments in the Investment Funds made by Mr. 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. Other Related Party Transactions Icahn Capital LP, a wholly-owned subsidiary of ours, paid for salaries and benefits of certain employees who may also perform various functions on behalf of certain other entities beneficially owned by Mr. Icahn, including administrative and investment services. Icahn Capital LP pays for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent). Icahn Capital LP shall be allocated pro rata for such expenses in accordance with each investor’s capital accounts in the Investment Funds. Effective April 1, 2011, based on an expense-sharing arrangement, certain expenses borne by Icahn Capital LP are reimbursed by the Investment Funds, generally when such expenses are paid. During 2020, $2 million was allocated to the Investment Funds based on this expense-sharing arrangement. We and affiliates of Mr. Icahn had a significant non-controlling ownership interest in Hertz. During 2020, we and our subsidiaries had revenue from Hertz in the ordinary course of business of $20 million. 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. 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. 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. 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. Therefore, we do 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, 2020, 767 Leasing distributed $75 million to us. 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. 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. C. Icahn. 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 140 Table of Contents 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. 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 2020, Brett Icahn contributed $12 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. We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement. We may also enter into other transactions with Icahn Enterprises GP and its affiliates, including, without limitation, buying and selling properties and borrowing and lending funds from or to Icahn Enterprises GP or its affiliates, joint venture developments and issuing securities to Icahn Enterprises GP or its affiliates in exchange for, among other things, assets that they now own or may acquire in the future. Icahn Enterprises GP is also entitled to reimbursement by us for all allocable direct and indirect overhead expenses, including, but not limited to, salaries and rent, incurred in connection with the conduct of our business. Affiliate Pension Obligations Mr. Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 92% of Icahn Enterprises’ outstanding depositary units as of December 31, 2020. Applicable pension and tax laws make each member of a “controlled group” of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation (the “PBGC”) against the assets of each member of the controlled group. As a result of the more than 80% ownership interest in us by Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF. All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2020. If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $122 million as of December 31, 2020. These results are based on the most recent information provided by the plans’ actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans. 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. Starfire Holding Corporation (“Starfire”), which is 99.6% owned by Mr. Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may 141 Table of Contents 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. Nonetheless, Starfire may not be able to fund its indemnification obligations to us. Director Independence 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. Nevertheless, we believe that Ms. Barton and Messrs. Krongard and Mongillo are “independent” as defined in the currently applicable listing rules of Nasdaq. Ms. Barton and Messrs. Krongard and Mongillo serve as members of our audit committee, which consists entirely of these independent directors. Item 14. Principal Accountant Fees and Services We incurred $6,074,688 and $6,190,955 in audit fees and expenses from Grant Thornton LLP for 2020 and 2019, respectively. 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. 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. 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. 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. 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. All of the fees in 2020 and 2019 were pre-approved by the audit committee. ​ 142 Table of Contents PART IV ​ Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements: The following financial statements of Icahn Enterprises L.P., and subsidiaries, are included in Part II, Item 8 of this Report: ​ ​ ​ Page Number Consolidated Balance Sheets 59 Consolidated Statements of Operations 60 Consolidated Statements of Comprehensive Income 61 Consolidated Statement of Changes in Equity 62 Consolidated Statements of Cash Flows 63 Notes to Consolidated Financial Statements 69 ​ The following financial statements of Icahn Enterprises Holdings L.P., and subsidiaries, are included in Part II, Item 8 of this Report: ​ ​ ​ Page Number Consolidated Balance Sheets 64 Consolidated Statements of Operations 65 Consolidated Statements of Comprehensive Income 66 Consolidated Statement of Changes in Equity 67 Consolidated Statements of Cash Flows 68 Notes to Consolidated Financial Statements 69 ​ (a)(2) Financial Statement Schedules: ​ ​ ​ Page Number Schedule I - Condensed Financial Information of Parent (Icahn Enterprises L.P.) 144 Schedule I - Condensed Financial Information of Parent (Icahn Enterprises Holdings L.P.) 148 ​ 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. (a)(3) Exhibits: The list of exhibits required by Item 601 of Regulation S-K and filed as part of this Report is set forth in the Exhibit Index. Item 16. Form 10-K Summary None. ​ 143 Table of Contents SCHEDULE I ICAHN ENTERPRISES, L.P. (Parent Company) CONDENSED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2019 ​ ​ (In millions, except unit amounts) ASSETS ​ ​ ​ ​ Investments in subsidiaries, net ​ $ 9,273 ​ $ 11,853 Total Assets ​ $ 9,273 ​ $ 11,853 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ Accrued expenses and other liabilities ​ $ 80 ​ $ 100 Debt ​ 5,811 ​ 6,297 ​ ​ 5,891 ​ 6,397 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ Limited partners: Depositary units: 241,338,835 units issued and outstanding at December 31, 2020 and 214,078,558 units issued and outstanding at December 31, 2019 ​ 4,235 ​ 6,268 General partner ​ ( 853 ) ​ ( 812 ) Total equity ​ 3,382 ​ 5,456 Total Liabilities and Equity ​ $ 9,273 ​ $ 11,853 ​ See notes to condensed financial statements. ​ 144 Table of Contents SCHEDULE I ICAHN ENTERPRISES, L.P. (Parent Company) CONDENSED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 ​ ​ (In millions) Interest expense ​ $ ( 342 ) ​ $ ( 350 ) ​ $ ( 337 ) Gain (loss) on extinguishment of debt ​ ( 4 ) ​ 2 ​ — Equity in (loss) income of subsidiaries ​ ( 1,307 ) ​ ( 750 ) ​ 1,819 Net (loss) income ​ $ ( 1,653 ) ​ $ ( 1,098 ) ​ $ 1,482 Net (loss) income allocated to: ​ ​ ​ Limited partners ​ $ ( 1,620 ) ​ $ ( 1,076 ) ​ $ 2,039 General partner ​ ( 33 ) ​ ( 22 ) ​ ( 557 ) ​ ​ $ ( 1,653 ) ​ $ ( 1,098 ) ​ $ 1,482 ​ See notes to condensed financial statements. ​ 145 Table of Contents SCHEDULE I ICAHN ENTERPRISES, L.P. (Parent Company) CONDENSED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 ​ ​ (In millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 1,653 ) ​ $ ( 1,098 ) ​ $ 1,482 Adjustments to reconcile net (loss) income to net cash used in operating activities: ​ ​ ​ Equity in loss (income) of subsidiary ​ 1,307 ​ 750 ​ ( 1,819 ) Loss (gain) on extinguishment of debt ​ 4 ​ ( 2 ) ​ — Other, net ​ ( 23 ) ​ ( 25 ) ​ 1 Net cash used in operating activities ​ ( 365 ) ​ ( 375 ) ​ ( 336 ) Cash flows from investing activities: ​ ​ ​ Net investment in and advances from subsidiaries ​ 1,276 ​ ( 363 ) ​ 433 Net cash provided by (used in) investing activities ​ 1,276 ​ ( 363 ) ​ 433 Cash flows from financing activities: ​ ​ ​ Partnership distributions ​ ( 526 ) ​ ( 112 ) ​ ( 97 ) Partnership contributions ​ 102 ​ 55 ​ — Proceeds from borrowings ​ 866 ​ 2,507 ​ — Repayments of borrowings ​ ( 1,350 ) ​ ( 1,700 ) ​ — Debt issuance costs and other ​ ( 3 ) ​ ( 12 ) ​ — Net cash (used in) provided by financing activities ​ ( 911 ) ​ 738 ​ ( 97 ) Net change in cash and cash equivalents and restricted cash and restricted cash equivalents ​ — ​ — ​ — Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ — ​ — ​ — Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ — ​ $ — ​ $ — ​ See notes to condensed financial statements. ​ 146 Table of Contents SCHEDULE I ICAHN ENTERPRISES L.P. (Parent Company) NOTES TO CONDENSED FINANCIAL STATEMENTS 1. Description of Business and Basis of Presentation Icahn Enterprises, L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. We own a 99 % limited partner interest in Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”). Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc., our sole general partner, which is owned and controlled by Carl C. Icahn, owns a 1 % general partner interest in both us and Icahn Enterprises Holdings, representing an aggregate 1.99 % general partner interest in us and Icahn Enterprises Holdings. As of December 31, 2020, Icahn Enterprises is engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and, as of December 2020, Pharma . For the years ended December 31, 2020, 2019 and 2018, Icahn Enterprises received (paid) $ 1,276 million, $( 363 ) million and $ 433 million, respectively, for net investment in and advances from subsidiaries. The condensed financial statements of Icahn Enterprises should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of this Report. 2. Debt See Note 11, “Debt,” to the consolidated financial statements located in Item 8 of this Report. Icahn Enterprises’ Parent company debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2019 ​ ​ (in millions) 5.875 % senior unsecured notes due 2022 ​ $ — ​ $ 1,345 6.250 % senior unsecured notes due 2022 ​ 1,209 ​ 1,211 6.750 % senior unsecured notes due 2024 ​ 499 ​ 498 4.750 % senior unsecured notes due 2024 ​ 1,106 ​ 498 6.375 % senior unsecured notes due 2025 ​ 748 ​ 748 6.250 % senior unsecured notes due 2026 ​ 1,250 ​ 1,250 5.250 % senior unsecured notes due 2027 ​ 999 ​ 747 Total debt ​ $ 5,811 ​ $ 6,297 ​ 3. Commitments and Contingencies See Note 18, “Commitments and Contingencies,” to the consolidated financial statements. ​ 147 Table of Contents SCHEDULE I ICAHN ENTERPRISES HOLDINGS L.P. (Parent Company) ​ CONDENSED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2019 ​ ​ (in millions) ASSETS ​ ​ ​ ​ Cash and cash equivalents ​ $ 868 ​ $ 1,042 Restricted cash ​ 11 ​ 7 Investments ​ 260 ​ 346 Investments in subsidiaries, net ​ 8,148 ​ 10,474 Total Assets ​ $ 9,287 ​ $ 11,869 LIABILITIES AND EQUITY ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 94 ​ $ 116 Debt ​ 5,813 ​ 6,300 ​ ​ 5,907 ​ 6,416 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ Limited partner ​ 4,276 ​ 6,328 General partner ​ ( 896 ) ​ ( 875 ) Total equity ​ 3,380 ​ 5,453 Total Liabilities and Equity ​ $ 9,287 ​ $ 11,869 ​ See notes to condensed financial statements. ​ 148 Table of Contents SCHEDULE I ICAHN ENTERPRISES HOLDINGS L.P. (Parent Company) ​ CONDENSED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 ​ ​ (in millions) Interest and dividend income ​ $ 1 ​ $ 14 ​ $ 7 Net (loss) gain from investment activities ​ ( 66 ) ​ ( 377 ) ​ ( 389 ) Gain on disposition of assets ​ 7 ​ 2 ​ 23 Equity in (loss) income of subsidiaries ​ ( 1,237 ) ​ ( 363 ) ​ 2,200 Other income, net ​ 7 ​ — ​ 4 ​ ​ ( 1,288 ) ​ ( 724 ) ​ 1,845 Other expenses from operations ​ ​ 2 ​ ​ — ​ ​ — Interest expense ​ 341 ​ 350 ​ 337 Selling, general and administrative ​ 21 ​ 23 ​ 25 ​ ​ 364 ​ 373 ​ 362 Net (loss) income ​ $ ( 1,652 ) ​ $ ( 1,097 ) ​ $ 1,483 Net (loss) income allocated to: ​ ​ ​ Limited partner ​ $ ( 1,635 ) ​ $ ( 1,086 ) ​ $ 2,060 General partner ​ ( 17 ) ​ ( 11 ) ​ ( 577 ) ​ ​ $ ( 1,652 ) ​ $ ( 1,097 ) ​ $ 1,483 ​ See notes to condensed financial statements. ​ 149 Table of Contents SCHEDULE I ICAHN ENTERPRISES HOLDINGS L.P. (Parent Company) ​ CONDENSED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 ​ ​ (in millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 1,652 ) ​ $ ( 1,097 ) ​ $ 1,483 Adjustments to reconcile net (loss) income to net cash used in operating activities: ​ ​ ​ Equity in loss (income) of subsidiary ​ 1,237 ​ 363 ​ ( 2,200 ) (Gain) loss on disposition of assets ​ ( 7 ) ​ ( 2 ) ​ ( 23 ) Investment gains ​ 63 ​ 377 ​ 389 Other, net ​ — ​ ( 1 ) ​ — Change in operating assets and liabilities ​ ( 23 ) ​ 45 ​ 8 Net cash used in operating activities ​ ( 382 ) ​ ( 315 ) ​ ( 343 ) Cash flows from investing activities: ​ ​ ​ Net advances from subsidiaries ​ 1,093 ​ 567 ​ 238 Net proceeds from the disposition of fixed assets ​ ​ 7 ​ ​ — ​ ​ — Other, net ​ 23 ​ — ​ 41 Net cash provided by investing activities ​ 1,123 ​ 567 ​ 279 Cash flows from financing activities: ​ ​ ​ Partnership distributions ​ ( 526 ) ​ ( 112 ) ​ ( 97 ) Partner contributions ​ 102 ​ 55 ​ — Proceeds from borrowings ​ 866 ​ 2,507 ​ — Repayments of borrowings ​ ( 1,350 ) ​ ( 1,700 ) ​ ( 21 ) Debt issuance costs ​ ( 3 ) ​ ( 12 ) ​ — Net cash provided by (used in) financing activities ​ ( 911 ) ​ 738 ​ ( 118 ) Net change in cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 170 ) ​ 990 ​ ( 182 ) Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ 1,049 ​ 59 ​ 241 Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ 879 ​ $ 1,049 ​ $ 59 ​ See notes to condensed financial statements. ​ 150 Table of Contents SCHEDULE I ICAHN ENTERPRISES HOLDINGS L.P. (Parent Company) NOTES TO CONDENSED FINANCIAL STATEMENTS 1. Description of Business and Basis of Presentation Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987. Our sole limited partner is Icahn Enterprises L.P., a master limited partnership which owns a 99 % interest in us. Icahn Enterprises G.P. Inc., our sole 1 % general partner, is a Delaware corporation which is owned and controlled by Carl C. Icahn. As of December 31, 2020, Icahn Enterprises Holdings is engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and, as of December 2020, Pharma . 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. 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. 2. Debt See Note 11, “Debt,” to the consolidated financial statements located in Item 8 of this Report. Icahn Enterprises Holdings’ Parent company debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2019 ​ ​ (in millions) 5.875 % senior unsecured notes due 2022 ​ $ — ​ $ 1,345 6.250 % senior unsecured notes due 2022 ​ 1,208 ​ 1,211 6.750 % senior unsecured notes due 2024 ​ 500 ​ 499 4.750 % senior unsecured notes due 2024 ​ 1,107 ​ 499 6.375 % senior unsecured notes due 2025 ​ 749 ​ 749 6.250 % senior unsecured notes due 2026 ​ 1,250 ​ 1,250 5.250 % senior unsecured notes due 2027 ​ 999 ​ 747 Total debt ​ $ 5,813 ​ $ 6,300 ​ 3. Commitments and Contingencies See Note 18, “Commitments and Contingencies,” to the consolidated financial statements. ​ 151 Table of Contents ​ EXHIBIT INDEX ​ ​ ​ Exhibit No. Description 2.1 ​ Agreement and Plan of Merger, dated as of September 6, 2016, by and among Federal Mogul Holdings Corporation, American Entertainment Properties Corp. and IEH FM Holdings LLC (incorporated by reference to Exhibit 2.1 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on September 7, 2016). 2.2 ​ Equity Asset and Purchase Agreement, dated as of December 16, 2016, by and among American Railcar Leasing LLC, American Entertainment Properties Corp., AEP Rail Corp., SMBC Rail Services LLC and Sumitomo Mitsui Banking Corporation (incorporated by reference to Exhibit 2.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively), filed on December 19, 2016) . 2.3 ​ Membership Interest Purchase Agreement, dated April 10, 2018, by and among Tenneco Inc., Federal-Mogul LLC, American Entertainment Properties Corp., and Icahn Enterprises L.P. (incorporated by reference to Exhibit 2.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively) file April 10, 2018) . 2.4 ​ Agreement and Plan of Merger, dated April 15, 2018, by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P. and Tropicana Entertainment Inc. (incorporated by reference to Exhibit 2.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively) file April 16, 2018) . 2.5 ​ Agreement and Plan of Merger, dated as of October 22, 2018, by and between STL Parent Corp. and American Railcar Industries, Inc. (incorporated by reference to Exhibit 2.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively) file October 22, 2018) . 3.1 Certificate of Limited Partnership of Icahn Enterprises L.P., f/k/a American Real Estate Partners, L.P. (“Icahn Enterprises”) dated February 17, 1987, as thereafter amended from time to time (incorporated by reference to Exhibit 3.1 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on September 20, 2007) . 3.2 Certificate of Limited Partnership of Icahn Enterprises Holdings L.P., f/k/a American Real Estate Holdings Limited Partnership (“Icahn Enterprises Holdings”), dated February 17, 1987, as amended pursuant to the First Amendment thereto, dated March 10, 1987 (incorporated by reference to Exhibit 3.5 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004, as further amended pursuant to the Certificate of Amendment thereto, dated September 17, 2007 (incorporated by reference to Exhibit 3.9 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2007 (SEC File No. 1-9516), filed on March 17, 2008) . 3.3 ​ Second Amended and Restated Agreement of Limited Partnership of Icahn Enterprises L.P., dated August 2, 2016 (incorporated by reference to Exhibit 3.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 10-Q for the quarterly period ended June 30, 2016 (SEC File Nos. 1-9516 and 333-118021-01, respectively), filed on August 4, 2016) . 3.4 Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated as of July 1, 1987 (incorporated by reference to Exhibit 3.5 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004) . 3.5 ​ Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated August 16, 1996 (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on August 16, 1996) . 3.6 ​ Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 14, 2002 (incorporated by reference to Exhibit 3.9 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2002 (SEC File No. 1-9516), filed on March 31, 2003) . 3.7 ​ Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 29, 2005 (incorporated by reference to Exhibit 3.2 to Icahn Enterprises’ Form 10-Q for the quarter ended June 30, 2005 (SEC File No. 1-9516), filed on August 9, 2005) . 3.8 ​ Amendment No. 4 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated September 17, 2007 (incorporated by reference to Exhibit 3.11 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2007 (SEC File No. 1-9516), filed on March 17, 2008) . 152 Table of Contents 4.1 ​ Description of securities (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 10-K for the year ended December 31, 2019 (SEC File Nos. 1-9516 and 333-118021-01, respectively), filed on February 28, 2020) . 4.2 Form of Transfer Application (incorporated by reference to Exhibit 4.4 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005) . 4.3 Specimen Depositary Receipt (incorporated by reference to Exhibit 4.3 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2014 (SEC File No. 1-9516), filed on March 16, 2005) . 4.4 ​ Specimen Depositary Certificate (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form 10-Q for the quarterly period ended June 30, 2016 (SEC File No. 1-9516), filed on August 4, 2016) . 4.5 Specimen Certificate representing preferred units (incorporated by reference to Exhibit 4.9 to Icahn Enterprises’ Form S-3/A (SEC File No. 33-54767), filed on February 22, 1995) . 4.6 Registration Rights Agreement between Icahn Enterprises and High Coast Limited Partnership (f/k/a X LP) (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005) . 4.7 Registration Rights Agreement, dated June 30, 2005 between Icahn Enterprises and Highcrest Investors Corp., Amos Corp., Cyprus, LLC and Gascon Partners (incorporated by reference to Exhibit 10.6 to Icahn Enterprises’ Form 10-Q (SEC File No. 1-9516), filed on August 9, 2005), as amended by Amendment No. 1 thereto, dated as of August 8, 2007 (incorporated by reference to Exhibit 10.5 to Icahn Enterprises’ Form 10-Q for the quarter ended June 30, 2007 (SEC File No. 1-9516), filed on August 9, 2007) . 4.8 Amended and Restated Depositary Agreement among Icahn Enterprises, Icahn Enterprises GP and Registrar and Transfer Company, dated as of August 23, 2013 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on August 23, 2013) . 4.9 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) . 4.10 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. 1-9516 and 333-118021-01, respectively), filed on December 6, 2017) . 4.11 ​ Indenture, dated as of May 10, 2019, 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 2026 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 May 10, 2019) . 4.12 ​ Indenture, dated as of September 6, 2019, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust Company, as Trustee relating to the 4.750% 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 September 6, 2019) . 4.13 ​ Indenture, dated as of December 12, 2019, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust Company, as Trustee relating to the 5.250% Senior Notes Due 2027 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 December 12, 2019) . 4.14 ​ Indenture, dated as of January 19, 2021, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust Company, as Trustee relating to the 4.375% Senior Notes Due 2029 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 19, 2021) . 153 Table of Contents 4.15 ​ Shareholders Agreement, dated as of October 1, 2018, by and among Icahn Enterprises L.P., Icahn Enterprises Holdings L.P., American Entertainment Properties Corp. and Tenneco Inc. (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) file October 2, 2018) . 10.1 Amended and Restated Agency Agreement (incorporated by reference to Exhibit 10.12 to Icahn Enterprises’ Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995) . 10.2 Undertaking, dated November 20, 1998, by Starfire Holding Corporation, for the benefit of Icahn Enterprises and its subsidiaries (incorporated by reference to Exhibit 10.42 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2005 (SEC File No. 1-9516), filed on March 16, 2006) . 10.3 ​ Covered Affiliate and Shared Expenses Agreement by and among Icahn Enterprises, Icahn Partners LP, Icahn Fund Ltd., Icahn Fund II Ltd., Icahn Fund III Ltd., Icahn Partners Master Fund L.P., Icahn Partners Master Fund II L.P., Icahn Partners Master Fund III L.P., Icahn Cayman Partners, L.P. and Icahn Partners Master Fund II Feeder LP (incorporated by reference to Exhibit 10.4 to Icahn Enterprises’ Form 10-Q for the quarter ended June 30, 2007 (SEC File No. 1-9516), filed on August 9, 2007) . 10.4 ​ Registration Rights Agreement, dated January 18, 2017, 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. 1-9516 and 333-118021-01, respectively), filed on January 18, 2017) . 10.5 ​ Registration Rights Agreement, dated December 6, 2017, 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. 1-9516 and 333-118021-01, respectively), filed on December 6, 2017) . 10.6 ​ Registration Rights Agreement, dated May 10, 2019, 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. 1-9516 and 333-118021-01, respectively), filed on May 10, 2019) . 10.7 ​ Registration Rights Agreement, dated June 27, 2019, 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. 1-9516 and 333-118021-01, respectively), filed on June 27, 2019) . 10.8 ​ Registration Rights Agreement, dated September 6, 2019, 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. 1-9516 and 333-118021-01, respectively), filed on September 6, 2019) . 10.9 ​ Registration Rights Agreement, dated December 12, 2019, 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. 1-9516 and 333-118021-01, respectively), filed on December 12, 2019) . 10.10 ​ Registration Rights Agreement, dated January 9, 2020, 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. 1-9516 and 333-118021-01, respectively), filed on January 9, 2020) . 10.11 ​ Registration Rights Agreement, dated January 28, 2020, 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. 1-9516 and 333-118021-01, respectively), filed on January 28, 2020) . 10.12 ​ Registration Rights Agreement, dated January 19, 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. 1-9516 and 333-118021-01, respectively), filed on January 19, 2021) . 154 Table of Contents 10.13 ​ Amendment No. 1 and Joinder to Purchase and Sale Agreement, dated October 1, 2018, by and among Tropicana Entertainment Inc., GLP Capital, L.P. and Eldorado Resorts, Inc. (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) file October 2, 2018) . 10.14 ​ 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) . 10.15 ​ 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. 1-9516 and 333-118021-01, respectively), filed on October 1, 2020) . 10.16 ​ Guaranty, dated October 1, 2020, between American Entertainment Properties Corp. and Isthmus LLC (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively), filed on October 1, 2020) . 10.17 ​ Restricted Unit Agreement, dated October 1, 2020, between Icahn Enterprises and Brett Icahn (incorporated by reference to Exhibit 10.3 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively), filed on October 1, 2020) . 14.1 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) . 21.1 Subsidiaries of the Registrants . 22.1 ​ Subsidiary guarantor. 23.1 Consent of Grant Thornton LLP . 23.2 ​ Consent of Grant Thornton LLP . 31.1 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 . 31.2 Certification of Chief Financial 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 . 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and Rule 13a-14(b) of the Securities Exchange Act of 1934 . 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. 104 ​ Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). ​ ​ ​ ​ 155 Table of Contents SIGNATURES 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. ​ Icahn Enterprises L.P. ​ ​ ​ ​ By: Icahn Enterprises G.P. Inc., its ​ ​ general partner ​ ​ ​ ​ By: /s/Keith Cozza ​ ​ Keith Cozza ​ ​ President, Chief Executive Officer and Director ​ Date: February 26, 2021 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. 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. Signature Title Date ​ ​ ​ ​ ​ /s/Keith Cozza ​ President, Chief Executive Officer and Director ​ February 26, 2021 Keith Cozza ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/SungHwan Cho ​ Chief Financial Officer and Director ​ February 26, 2021 SungHwan Cho ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Ted Papapostolou ​ Chief Accounting Officer ​ February 26, 2021 Ted Papapostolou ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Brett Icahn ​ Director ​ February 26, 2021 Brett Icahn ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Michael Nevin ​ Director ​ February 26, 2021 Michael Nevin ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Denise Barton ​ Director ​ February 26, 2021 Denise Barton ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Alvin B. Krongard ​ Director ​ February 26, 2021 Alvin B. Krongard ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Stephen A. Mongillo ​ Director ​ February 26, 2021 Stephen A. Mongillo ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chairman of the Board ​ ​ Carl C. Icahn ​ ​ ​ ​ ​ 156 Table of Contents SIGNATURES 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. ​ Icahn Enterprises Holdings L.P. ​ ​ ​ ​ By: Icahn Enterprises G.P. Inc., its ​ ​ general partner ​ ​ ​ ​ By: /s/Keith Cozza ​ ​ Keith Cozza ​ ​ President, Chief Executive Officer and Director ​ Date: February 26, 2021 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. 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. Signature Title Date ​ ​ ​ ​ ​ /s/Keith Cozza ​ President, Chief Executive Officer and Director ​ February 26, 2021 Keith Cozza ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/SungHwan Cho ​ Chief Financial Officer and Director ​ February 26, 2021 SungHwan Cho ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Ted Papapostolou ​ Chief Accounting Officer ​ February 26, 2021 Ted Papapostolou ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Brett Icahn ​ Director ​ February 26, 2021 Brett Icahn ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Michael Nevin ​ Director ​ February 26, 2021 Michael Nevin ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Denise Barton ​ Director ​ February 26, 2021 Denise Barton ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Alvin B. Krongard ​ Director ​ February 26, 2021 Alvin B. Krongard ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Stephen A. Mongillo ​ Director ​ February 26, 2021 Stephen A. Mongillo ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chairman of the Board ​ ​ Carl C. Icahn ​ ​ ​ ​ ​ ​ ​ 157