What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-24 · 271 added, 153 removed, 703 unchanged (38% of the section changed)

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Evaluation of Disclosure Controls and Procedures

As of December 31, 2022, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Icahn Enterprises’ and subsidiaries’ disclosure controls and procedures pursuant to the Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.

As of December 31, 2023, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Icahn Enterprises’ and subsidiaries’ disclosure controls and procedures pursuant to 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.

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Other Information

During the fourth quarter of 2023, no director or officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “ Rule 10b5-1 trading arrangement ” or a “ non-Rule 10b5-1 trading arrangement ,” each as defined in Regulation S-K Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The names, offices held and ages of the directors and executive officers of Icahn Enterprises G.P., Inc.

The names, offices held and ages of the directors, executive officers and certain significant employees of Icahn Enterprises G.P., Inc.

(“Icahn Enterprises GP”), the general partner of Icahn Enterprises L.P.

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Chairman of the Board

David Willetts

President, Chief Executive Officer and Director

Ted Papapostolou

Chief Financial Officer, Chief Accounting Officer and Director

Chief Financial Officer and Director

Chief Accounting Officer

Michael Nevin

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Icahn has been Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises.

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.

Icahn began his career on Wall Street in 1961 and has become one of the most well-known and influential investors in America.

In 1968, he formed Icahn & Co., a securities firm that focused on arbitrage and options trading.

In 1978, he began taking very substantial and sometimes controlling positions in individual companies.

Over the years, these positions include:

RJR Nabisco, Texaco, Phillips Petroleum, Western Union, Gulf & Western, Viacom, Uniroyal, Dan River, Marshall Field, E- II (Culligan and Samsonite), American Can, USX, Marvel, Revlon, ImClone, Fairmont, Kerr-McGee, Time Warner, Yahoo!, Lions Gate, CIT, Motorola, Genzyme, Biogen, BEA Systems, Chesapeake Energy, El Paso, Amylin Pharmaceuticals, Regeneron, Mylan Labs, KT&G, Lawson Software, MedImmune, Dell, Herbalife,

Navistar International, Transocean, Take-Two, Hain Celestial, Mentor Graphics, Netflix, Forest Laboratories, Apple, eBay, PayPal, Hertz, AIG, Cheniere Energy, Xerox, Freeport-McMoRan, Dana, Bausch, Southwest Gas, Illumina and JetBlue.

As a leading shareholder activist, his efforts have unlocked billions of dollars of shareholder and bondholder value and have improved the competitiveness of American companies.

He and his affiliated companies currently own businesses in a wide range of industries, including real estate, oil refining and manufacturing.

Companies in which he and his affiliates currently own majority positions include CVR Energy, Viskase Companies, WestPoint Home and Pep Boys.

He and his affiliated companies also own stakes in many other public companies.

Icahn Enterprises LP is Mr.

Icahn’s flagship company through which he has acquired many of these positions.

Icahn, 88, is a graduate of Princeton University, with a degree in philosophy.

He has many charitable interests, focusing primarily on medicine, education and child welfare.

He is a significant benefactor to, and serves as a trustee on the boards of, the School of Medicine and the Hospital at Mt Sinai.

He funded the Icahn Medical Institute Building at Mt.

Sinai Hospital and the Institute of Genomics, a genomics and multiscale biology research program, at the School of Medicine.

In 2012 he made a substantial pledge to the School of Medicine.

In honor and recognition of $200 million of financial support by him, the School of Medicine was renamed the Icahn School of Medicine at Mt.

Sinai and the Institute of Genomics was renamed the Icahn Genomics Institute.

The School of Medicine also established an Icahn Scholars Program to attract a world-class group of physician-scientists to the School.

In the area of education, Mr.

Icahn established seven Icahn Charter Schools located in The Bronx, New York, an area marked by poverty and high crime rates.

The mission of the schools is based on the belief that all students deserve a rigorous academic program through which they will increase their capacity to learn.

As a result, the students will graduate armed with the skills and knowledge to participate successfully in the most intense academic environments and will have a sense of personal and community responsibility.

At Choate Rosemary Hall, a premiere boarding school located in Wallingford, Connecticut where he previously served on the board of trustees, he endowed the Icahn Scholars Program, which has awarded a large number of scholarships to underprivileged students, and funded the Carl C.

Icahn Science Center, Choate Science Building designed by I.M.

He also sponsored a genomics laboratory at Princeton University which was named the Carl C.

Icahn Laboratory for Princeton University's Institute for Integrated Genomics.

Icahn is also a Charter Member of the Nassau Hall Society, which is composed of individuals who have given $5 million or more to Princeton University.

He has also made significant donations to the Randall's Island Sports Foundation, where he previously served as a trustee, for the construction of Icahn Stadium, a track and field stadium located on Randall’s Island.

In addition, he has served as a trustee on the board of Lincoln Center.

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.

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Icahn has proven to be a successful investor over the past 40 years.

David Willetts has served as Chief Executive Officer of Icahn Enterprises since November 2021 and director since June 2021.

Willets previously served as Chief Financial Officer of Icahn Enterprises from June 2021 until November 2021.

In addition, Mr.

Willetts has served as a Managing Director at AlixPartners, a global consulting firm which specializes in improving corporate financial and operational performance and executing corporate turnarounds.

Since 2012, Mr.

Willetts has worked continuously with Private Equity firms and public companies in the industrial, automotive, consumer products, retail and energy sectors.

Prior to that time, he was a senior operating executive at Cerberus Capital for eight years, serving in multiple financial and operating roles including Chief Financial Officer,

divisional Chief Executive Officer and lead executive restructuring roles within Cerberus’ operating companies.

Prior to 2005, Mr.

Willetts was employed at General Electric in progressive finance executive roles within General Electric’s Corporate Audit Staff and industrial business units, including as the Chief Financial Officer of GE Lighting Systems and Chief Financial Officer of GE C&I Lighting, North America.

Willetts graduated from Franklin and Marshall College in 1997 Summa Cum Laude, with a B.A.

in business, with a double concentration in accounting and finance.

Willetts has served as director of Viskase Companies, Inc., since June 2021, and CVR Energy, Inc.

and CVR Partners LP since July 2021.

Viskase Companies, Inc., CVR Energy, Inc.

and CVR Partners LP are each indirectly controlled by Carl C.

Willetts 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 and divisional Chief Executive Officer of Cerberus Capital enables him to understand the complex business and financial issues that we may face.

Ted Papapostolou has served as Chief Financial Officer of Icahn Enterprises since November 2021 and Chief Accounting Officer of Icahn Enterprises since March 2020.

Andrew Teno has served as President and Chief Executive Officer and as a director of Icahn Enterprises since February 2024.

Prior to his appointment as President and Chief Executive Officer, Mr.

Teno served as a portfolio manager at Icahn Capital LP, a subsidiary of Icahn Enterprises, since October 2020.

Teno previously worked at Fir Tree Partners, a New York based private investment firm that invests worldwide in public and private companies, real estate and sovereign debt, from 2011 to April 2020.

Prior to that, he worked at Crestview Partners from 2009 to 2011 as an associate in their private equity business, and at Gleacher Partners, a boutique mergers and acquisitions firm, from 2007 to 2009.

Teno has served as a director of Southwest Gas Holdings, Inc., an entity that purchases, distributes and transports natural gas and provides utility infrastructure services across North America, since May 2022 and Illumina, Inc., a company engaged in sequencing- and array-based solutions for genetic and genomic analysis since May 2023.

Teno also previously served as a director of:

Crown Holdings Inc.

from December 2022 to November 2023;

FirstEnergy Corp.

from March 2021 to December 2023;

Herc Holdings Inc.

from February 2021 to March 2023;

and Cheniere Energy, Inc.

from February 2021 to June 2022.

Teno received an undergraduate business degree from the Wharton School at the University of Pennsylvania in 2007.

Ted Papapostolou has served as Chief Financial Officer of Icahn Enterprises since November 2021.

In addition, Mr.

Papapostolou has served as director of Icahn Enterprises since December 2021 and its Secretary since April 2020.

Papapostolou served in various progressive accounting positions at Icahn Enterprises from March 2007 to March 2020.

Papapostolou previously served as the Chief Accounting Officer of Icahn Enterprises from April 2020 to December 2023 and in various progressive accounting positions at Icahn Enterprises from March 2007 to March 2020.

Previously, Mr.

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Zarb School of Business at Hofstra University.

Papapostolou has served as director of Viskase Companies, Inc., since April 2020.

Viskase Companies, Inc., is indirectly controlled by Carl C.

Papapostolou has served as director of Viskase Companies, Inc., since April 2020 and CVR Energy, Inc., since March 2023.

Viskase Companies, Inc.

and CVR Energy, Inc.

are each indirectly controlled by Carl C.

Robert Flint has served as Chief Accounting Officer of Icahn Enterprises since December 2023.

In addition, Mr.

Flint has served as the Director of Accounting of Icahn Enterprises since November 2021 and previously served as the Chief Audit Executive of Icahn Enterprises from March 2020 to November 2021.

Flint was an independent management consultant from January 2017 to March 2020, serving a variety of clients and industries, including Icahn Automotive Group LLC, a subsidiary of Icahn Enterprises, from September 2018 to March 2020.

Flint received his B.S.

in Accounting and Finance from the University of Dayton.

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.

Icahn was previously a consultant for Icahn Enterprises, where he exclusively provided investment advice to Carl C.

Brett 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.

From 2010 to 2017, Brett 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 has been a director of Newell Brands Inc., a global marketer of consumer and commercial products, since March 2018, and Bausch Health Companies Inc., a manufacturer and marketer of pharmaceuticals, over the counter products and medical devices, since March 2021.

Icahn was previously a director of:

From 2002 to 2010, Brett Icahn served as an investment analyst for Icahn Capital LP and in a variety of investment advisory roles for Carl C.

Brett Icahn currently serves as a director of Bausch Health Companies Inc., a manufacturer and marketer of pharmaceuticals, over the counter products and medical devices since March 2021 and the Bausch + Lomb board since June 2022.

Brett Icahn was previously a director of, among others:

a leading supplier of fully integrated drivetrain and electrified propulsion systems for all passenger vehicles, from January 2022 to January 2023;

Newell Brands Inc., a global marketer of consumer and commercial products, from March 2018 to March 2023;

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 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 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.

Icahn who has or previously had non-controlling interests in the aforementioned companies through the ownership of securities.

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

In addition, Brett 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 from August 2019 to November 2022.

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

From July 2015 to June 2018, Mr.

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Nevin was also employed by JP Morgan Investment Bank in various roles from 2009 to 2014, most recently as an Associate from 2012 to 2014.

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

Nevin has been a director of:

Viskase Companies, Inc.

since April 2017.

Nevin was previously:

a director of Viskase Companies, Inc.

from April 2017 until January 2022;

a director of Conduent Incorporated, a provider of business process outsourcing services, from December 2016 through August 2019;

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and Federal-Mogul LLC were previously indirectly controlled by Mr.

Icahn also has a non-controlling interests in Conduent Incorporated through the ownership of securities.

Icahn also has a non-controlling interest in Conduent Incorporated through the ownership of securities.

Nevin is married to the daughter of Carl C.

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 was a member of our audit committee from September 2019 until April 2021.

In particular, his prior 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 was a member of our audit committee.

from September 2019 until April 2021.

In addition, Ms.

Barton has served as Chief Financial Officer of IEH Auto Parts LLC, a subsidiary of Icahn Enterprises since July of 2021 and both Chief Executive Officer and Chief Financial Officer of IEH Auto Parts LLC since September 2021.

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

Previously, Ms.

Barton has served on the board of directors and audit committee for Viskase Companies, Inc., a subsidiary of Icahn Enterprises, from May 2016 until January 2022 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.

Barton has served as Chief Financial Officer of IEH Auto Parts LLC since July of 2021 and both Chief Executive Officer and Chief Financial Officer of IEH Auto Parts LLC from September 2021 through April 2022.

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.

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.

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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.

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.

Mongillo has served as the director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since March 2020 and is a member of our audit committee.

Mongillo has served as a director of CVR Energy, Inc., a majority owned subsidiary of Icahn Enterprises, since May 2012.

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.

Since November 2022, Mr.

Mongillo has been an equity member of Manufactured Housing Partners LLC (“MHP”), a private real estate management company.

Previously, Mr.

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Mongillo received a B.A.

from Trinity College and an M.B.A.

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

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

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

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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.

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.

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and Equita Sim, a private investment bank headquartered in Milan, Italy, from November 2010 to September 2015.

CVR Partners LP is indirectly controlled by Mr.

CVR Refining, LP is a wholly-owned subsidiary of CVR Energy, which is indirectly controlled by Mr.

Dunlap was also previously a director of Amp Electric Vehicles from March 2010 to September 2012.

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(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;

(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.

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Investor Relations.

Any amendment or waiver of the provisions of our Code of Ethics will be posted on our website.

Nasdaq Corporate Governance Compliance

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Icahn serves as our Chairman and Mr.

Willetts serves as our Chief Executive Officer.

Teno serves as our Chief Executive Officer.

The Chairman is responsible for organizing the board of directors and setting its agenda and priorities.

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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.

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.

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The board of directors administers its risk oversight responsibilities through its Chief Executive Officer and its Chief Financial Officer, who, together with our Chief Auditor and management representatives of each of our operating subsidiaries, review and assess the operations of the businesses as well as each respective management’s identification, assessment and mitigation of the material risks affecting our operations.

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

The board of directors met 13 times during 2023, including four regularly scheduled meetings and nine special meetings.

All of the directors who served during all of 2023 attended at least 75% of the total meetings of the board of directors and each of its committees on which such director served.

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Icahn, Chairman of the Board

● David Willetts, President and Chief Executive Officer

● Ted Papapostolou, Chief Financial Officer and Chief Accounting Officer

● David Willetts, Former President and Chief Executive Officer

● Ted Papapostolou, Chief Financial Officer

Effective as of February 21, 2024, Mr.

Willetts left his role as President and Chief Executive Officer of Icahn Enterprises and was succeeded by Andrew Teno.

Icahn serves 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.

The discussion below is intended to help you understand the detailed information provided in the table and put that information into context within our overall compensation program.

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The key compensation provided to our named executive officers for 2023 consisted of salary, bonuses and deferred unit awards.

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

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

discussed with members of the Board.

See “Additional Information Regarding Executive

Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2023.

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

The Board does not delegate the authority to establish executive officer compensation to any other person and has not retained any compensation consultants to determine or recommend the amount or form of executive and director compensation.

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At the same time, we seek to optimize and manage compensation costs.

The primary components of our executive compensation are base salary and annual bonus, payable in cash, and deferred unit awards.

The primary components of our executive compensation program are base salary and annual bonus, payable in cash, and deferred unit awards.

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.

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Base salaries for executive officers are determined based on job performance, job responsibilities and teamwork.

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.

Icahn serves 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 2023, the base salaries for our named executive officers were as follows:

Papapostolou:

Papapostolou’s base salary was increased to its current level effective as of May 9, 2023 from its prior level of $550,000 as a result of our review of base salaries in the marketplace, including in the finance industry, and in recognition of Mr.

Papapostolou’s ongoing contributions to the Company.

See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for detailed information on the compensation received by each of our named executive officers for 2023.

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Deferred unit awards are granted to key employees in order to align the interests of executives with our unitholders, provide competitive financial incentives and to promote continuity of management.

Willetts and Mr.

Papapostolou each received deferred unit awards in December 2021;

please see below under “Additional Information Regarding Executive Compensation - Outstanding Equity Awards at Fiscal Year End 2023” for further information.

401(k) Plan and Other Benefits

For 2023, Messrs.

Willets and Papapostolou were our only named executive officers participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2022.

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

Icahn was our only named executive who did not participate in the 401(k) Plan for 2022.

Our 401(k) Plan helps employees save and prepare financially for retirement.

Willetts and Papapostolou were our only named executive officers participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2023.

The matching contributions for each applicable named executive officer in 2023 are disclosed in our Summary Compensation Table under “All Other Compensation” and in the related footnote.

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.

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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.

All of our named executive officers are eligible 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.

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 2022, 2021 and 2020 was less than $10,000 per person.

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 2022 as was identified previously using initial data as of December 31, 2021.

We elected to use the prior data as we have not had significant changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our CEO Pay Ratio Disclosure.

To determine our Chief Executive Officer pay ratio and our median employee, we utilized data as of December 31, 2023 (the “Determination Date”).

As of the Determination Date, we and our consolidated subsidiaries employed approximately 15,000 full-time, part-time temporary and seasonal employees, of which approximately 20% were employed internationally.

From this population of employees, as permitted by Regulation S-K, we excluded 203 employees located in Germany and 20 employees located in Italy.

We identified the median employee by examining the 2023 total cash compensation (inclusive of any bonuses) for all individuals, excluding our Chief Executive Officer, who were employed by us on the Determination Date.

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.

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.

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The ratio of our Chief Executive Officer’s total annual compensation to our median employee’s total annual compensation for 2023 was 67:1.

Fiscal 2024 Management Changes

Appointment of Andrew J.

Teno as President and Chief Executive Officer

As previously disclosed, on February 21, 2024, Andrew J.

Teno was appointed as our President and Chief Executive Officer, succeeding Mr.

We entered into an employment agreement with Mr.

Teno in connection with his appointment (the “Teno Employment Agreement”).

The Teno Employment Agreement will remain in effect through March 31, 2028, unless earlier terminated.

During the term of the Teno Employment Agreement, Mr.

Teno will be entitled to participate in all benefit programs and plans generally made available to our other executives.

Effective as of January 1, 2024 and continuing during the term of the Teno Employment Agreement, Mr.

Teno will be eligible to receive payments equal to an annualized amount of $2,600,000 (except that, for the period from January 1, 2024 through February 19, 2024, the payments will be based on an annualized amount of $1,500,000), payable in accordance with our general payroll practices, that are in the form of a salary “draw” against the NAV Incentive (as defined below).

In addition, Mr.

Teno will be eligible to receive a payment (generally subject to Mr.

Teno’s continued employment through the payment date, except as described below) equal to 1.375% of the increase in our Adjusted NAV (as defined in the Teno Employment Agreement) over the period from February 21, 2024 through March 31, 2028, that is in excess of a 6.75% annual rate of return on the Adjusted NAV as of the beginning of such period (which shall be based on Adjusted NAV as of December 31, 2023), as calculated pursuant to the terms of the Teno Employment Agreement (the “NAV Incentive”), and generally payable within 15 days after we first publish our indicative net asset value (“NAV”) following the end of such period (but no later than March 15, 2029).

The final amount of the NAV Incentive is capped at $50,000,000, and will be reduced by the value of the salary “draw” paid to Mr.

Teno, as well as the value of any cash and equity compensation actually received by Mr.

Teno for service on boards of directors during the term of the arrangement, as determined by us.

The NAV Incentive may be paid in cash or, in our discretion, in shares of common stock owned by certain of our affiliated funds vehicles.

However, if Mr.

Teno’s employment is terminated by us without “Cause” (including due to Mr.

Teno’s death or disability) or by Mr.

Teno with “Good Reason” (each as defined in the Teno Employment Agreement), Mr.

Teno will be eligible to receive (subject to Mr.

Teno’s timely execution and non-revocation of a release of claims) payment of the NAV Incentive, paid within 15 days following the date that we first publish NAV following such termination but no later than March 15 of the calendar year following the year of termination, and with Adjusted NAV calculated based on that published NAV.

If, however, that termination occurs within 60 days prior to or 6 months following a “Key Man Event” (as defined in the manager agreement with Brett Icahn, as further described in “Related Party Transactions—Other Related Party Agreements”), this amount will be no less than $2,600,000.

In addition to his compensation from us, Mr.

Teno will be entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr.

Teno sits at our (or our affiliate’s) request, unless we (or our affiliates) own voting securities that constitute at least 40% of the vote for directors of such company.

The Teno Employment Agreement also contains customary confidentiality, cooperation and non-disparagement covenants, as well as non-solicitation and non-competition provisions.

Willetts Letter Agreement

Also on February 21, 2024, Mr.

Willetts entered into a letter agreement (the “Amended Letter Agreement”) with The Pep Boys – Manny, Moe & Jack LLC (“Pep Boys”) and Pep Boys – Manny, Moe & Jack of Puerto Rico, Inc.

(“Pep Boys Puerto Rico”), each a wholly owned subsidiary of Icahn Enterprises in our Automotive segment, appointing Mr.

Willetts as the President and Chief Executive Officer of Pep Boys and Pep Boys Puerto Rico as of February 21, 2024.

The Amended Letter Agreement superseded Mr.

Willetts’ prior offer letter with us.

Willetts’ initial base salary and target annual bonus under the Amended Letter Agreement are consistent with their levels of $1,000,000 and $1,550,000, respectively, as in effect immediately prior to the date of the Amended Letter Agreement.

In addition, under the Amended Letter Agreement and in connection with Mr.

Willetts’ move to Bala Cynwyd, Pennsylvania, Mr.

Willetts will receive a one-time relocation bonus of $50,000 (less applicable withholding taxes) within 30 days following his commencement of employment with Pep Boys (and subject to repayment by Mr.

Willetts if he resigns or is terminated for “Cause” (as defined in the Amended Letter Agreement), in each case prior to December 31, 2024).

During his employment with Pep Boys, Mr.

Willetts will be eligible to participate in the employee benefits made to available to employees of Pep Boys in accordance with the terms of the applicable benefit plans.

Willetts’ deferred units previously granted by Icahn Enterprises on December 9, 2021 (the “Deferred Units”) will remain outstanding and eligible to vest in accordance with their terms.

In addition, if Mr.

Willetts’ employment is terminated by Pep Boys without “Cause” (as defined in the Amended Letter Agreement), Mr.

Willetts will be entitled to (subject to Mr.

Willetts’ timely execution and non-revocation of a release of claims) (i) a pro-rata portion of the target bonus amount for the calendar year in which such termination occurs, (ii) any earned and unpaid target bonus for the calendar year preceding the year in which the termination occurs, and (iii) pro-rata vesting of the Deferred Units, pursuant to the terms of the Deferred Unit agreement.

In addition to his compensation from Pep Boys, Mr.

Willetts will be entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr.

Willetts sits at our (or our affiliate’s) request, unless we (or our affiliates) own voting securities that constitute at least 40% of the vote for directors of such company.

The Amended Letter Agreement also contains customary confidentiality, cooperation and non-disparagement covenants, as well as 1-year post-termination non-solicitation and non-competition provisions.

Compensation Committee Report

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This report is provided by the board of directors:

David Willets

Ted Papapostolou

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During 2023, 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.

Clawback Policy

On August 2, 2023, the Board adopted a compensation recovery policy (the “Clawback Policy”) consistent with Nasdaq Listing Rule 5608, which requires the Company to recoup incentive-based compensation from current and former executive officers in the event of an accounting restatement, subject to certain exceptions as provided by the Listing Rule.

A copy of the Clawback Policy is attached to this Annual Report on Form 10-K as exhibit 97.1.

Additional Information Regarding Executive Compensation

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David Willetts (3)

President and Chief Executive Officer

Former President and Chief Executive Officer

Ted Papapostolou (4)

Chief Financial Officer and Chief Accounting Officer

Chief Financial Officer

(1) Pursuant to applicable regulations, certain columns of the Summary Compensation Table have been omitted, as there has been no compensation awarded to, earned by or paid to any of the named executive officers by us, any of our subsidiaries or by Icahn Enterprises GP, which was subsequently reimbursed by us, required to be reported in those columns.

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Icahn in each of 2023, 2022 and 2021 for his services as Chief Executive Officer of our subsidiary, Icahn Capital LP, and of the general partners of the Investment Funds.

Icahn does not receive director fees from us.

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

Icahn’s all other compensation for 2023 consists of $26,920 in dental, medical and other benefits.

(3) For 2023, Mr.

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There were no awards granted during 2023 for any of our named executive officers under the 2017 Incentive Plan.

Estimated Future Payout Under Equity Incentive Plan Awards

David Willetts

Ted Papapostolou

Outstanding Equity Awards at Fiscal Year End 2023

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All awards below are cash-settled deferred unit awards that cliff vest three years from the date of grant.

The market value of the awards shown is based on the closing price of our depositary units on December 29, 2023, the last trading day in fiscal 2023, of $17.19.

Equity Awards That Have Not Vested

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Pursuant to the letter agreement with Mr.

Willets, during his term of employment, Mr.

Willets will be paid a base salary at the rate of $1,000,000 per annum.

Willets will be eligible to receive an annual discretionary cash bonus with a target amount of $1,550,000.

Willets also received a grant as of December 9, 2021 of 69,498 deferred depositary units of Icahn Enterprises under the Icahn Enterprises 2017 Long-Term Incentive Plan (“LTIP”), determined by dividing $3,750,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date.

The deferred depositary units will cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).

Willetts, during his term of employment with us, Mr.

Willetts was paid a base salary at the rate of $1,000,000 per annum.

Willetts was also eligible to receive an annual discretionary cash bonus with a target amount of $1,550,000.

Willetts also received a grant as of December 9, 2021 of 69,498 deferred depositary units of Icahn Enterprises under the Icahn Enterprises 2017 Long-Term Incentive Plan (“LTIP”), determined by dividing $3,750,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date.

The deferred depositary units cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).

In addition, if Mr.

Willets’ employment is terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the event of death) will be entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units will become immediately vested and the remaining portion of the grant will be forfeited.

Willetts’ employment was terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the event of death) would have been entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units would have become immediately vested and the remaining portion of the grant would have been forfeited.

However, as further described above under “Fiscal 2024 Management Changes—Willetts Letter Agreement,” on February 21, 2024, Mr.

Willetts was succeeded by Andrew J.

Teno as our President and Chief Executive Officer, and Mr.

Willetts entered into an amended offer letter with one of our wholly owned subsidiaries which superseded the terms of the above offer letter.

On December 9, 2021, Icahn Enterprises entered into an offer letter with Ted Papapostolou.

Pursuant to the letter agreement with Mr.

Papapostolou, during his term of employment, Mr.

Papapostolou will be paid a base salary at the rate of $550,000 per annum.

Papapostolou will be eligible to receive an annual discretionary cash bonus with a target amount of $100,000.

Papapostolou, Mr.

Papapostolou was initially paid a base salary at the rate of $550,000 per annum.

On May 9, 2023, the Board of Directors of the general partner of Icahn Enterprises approved an increase in base salary from a rate of $550,000 per annum to $850,000 per annum for Mr.

Papapostolou, effective as of May 9, 2023.

Papapostolou is eligible to receive an annual discretionary cash bonus with a target amount of $400,000 as a result of our review of target bonuses in the marketplace, including in the finance industry, and in recognition of Mr.

Papapostolou’s ongoing contributions to us.

Papapostolou also received a grant of 30,579 deferred depositary units of Icahn Enterprises as of December 9, 2021 under the LTIP, determined by dividing $1,650,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date.

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In addition, in the event that Mr.

Papapostolou’s employment is terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the case of death) will be entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata

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

Potential Payments Upon Termination or Change in Control

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Neither of Messrs.

Willets or Papapostolou have employment agreements.

Willetts or Papapostolou have employment agreements.

However, Messrs.

Willets, Papapostolou are eligible for certain payments in the event of involuntary termination (other than for cause, as defined in our severance policy), which generally provide for a pro-rated cash bonus and an acceleration of unvested deferred unit awards (also pro-rated) at the time of termination.

Willetts and Papapostolou are eligible for certain payments in the event of involuntary termination (other than for cause, as defined in their offer letters with us), which generally provide for a pro-rated cash bonus and an acceleration of unvested deferred unit awards (also pro-rated) at the time of termination.

As of December 31, 2023, Messrs.

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

Willetts and Papapostolou would have potential payouts of unvested deferred unit awards with a market value of approximately $820,450 and $360,996 respectively (based on the closing price of our depositary units on December 29, 2023, the last trading day in fiscal 2023, of $17.19), in addition to pro-rata payouts of their target bonus amounts (estimated at $1,550,000 and $100,000, respectively) if they were involuntarily terminated on December 31, 2023 and otherwise eligible for payment.

However, as further described above under “ Fiscal 2024 Management Changes—Willetts Letter Agreement,” on February 21, 2024, Mr.

Willetts was succeeded by Andrew J.

Teno as our President and Chief Executive Officer, and Mr.

Willetts entered into an amended offer letter with one of our wholly owned subsidiaries which superseded the terms of the above severance arrangements in Mr.

Willetts’ former offer letter with us.

Director Compensation

The following table provides compensation information for our directors in 2023, except for Messrs.

Icahn, Willets and Papapostolou, as well as Messrs.

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

Icahn, Willets and Papapostolou did not receive compensation for serving on our Board.

Icahn, Willetts and Papapostolou (compensation information for whom is included in the Summary Compensation Table).

Icahn, Willetts and Papapostolou did not receive additional compensation for serving on our Board.

Fees Earned or

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Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters

As of February 23, 2023, affiliates of Mr.

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

As of February 28, 2024, Mr.

Icahn and his affiliates owned 367,879,902 of Icahn Enterprises’ depositary units, or approximately 86% 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.

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(a) (b) (c)

David Willetts

Ted Papapostolou

David Willetts

Michael Nevin

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The number of depositary units pledged to secure these loans fluctuates in certain years and from time to time as a result of changes in the amount of outstanding principal amount of the loans, the market price of the depositary units, and other factors.

Icahn has advised that he and his affiliates have sufficient additional assets to satisfy any obligations pursuant to these loans without recourse to the depositary units, he has no need or intention to allow foreclosure on

such collateral, and that he is current on all principal and interest payments with respect to the loans, and there has never been an event of default or a default under any of the loans.

The terms of the Loan Agreement (as defined in Item 1A, Risk Factors, in this Annual Report on Form 10-K) require that distributions paid upon, or proceeds from sales of, pledged depositary units be used to prepay the loans or be pledged as additional collateral.

Pursuant to the terms of the Loan Agreement, a margin call may only be triggered in the event that the loan-to-value ratio set forth in the Loan Agreement is not maintained.

For purposes of the loan-to-value ratio set forth in the Loan Agreement, the value of the pledged depositary units will be calculated based upon the Company’s indicative net asset value rather than the market price of the depositary units.

Securities Authorized for Issuance Under Equity Compensation Plans

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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.

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.

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if a holder did not make a timely election to receive cash, it was automatically deemed to have elected to receive the distributions in additional depositary units.

As a result of the above declared distributions, during 2022 we distributed an aggregate 45,520,325 of Icahn Enterprises’ depositary units to those depositary unitholders who elected to receive such distributions in additional depositary units, of which an aggregate of 42,950,364 depositary units were distributed to Mr.

As a result of the above declared distributions, during 2023 we distributed an aggregate of 72,060,733 of Icahn Enterprises’ depositary units to those depositary unitholders who elected to receive or were deemed to have elected to receive such distributions in additional depositary units, of which an aggregate of 67,882,278 depositary units were distributed to Mr.

Icahn and his affiliates.

As a result, Mr.

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

outstanding depositary units as of December 31, 2022.

Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2023.

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

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Icahn and his affiliates (excluding us and Brett Icahn) was approximately $2.1 billion, representing approximately 39% of the Investment Funds’ assets under management.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $2.0 billion from the Investment Funds in the year ended December 31, 2023.

In addition, in December 2023, the Investment Funds issued a pro-rata distribution, including $158 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn).

Other Related Party Transactions

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

Brett Icahn had net redemptions of $17 million in the year ended December 31, 2023.

As of December 31, 2023, Brett Icahn had investments in the Investment Funds with a total fair market value of $28 million.

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.

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

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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.

Section 6.15 of our partnership agreement provides that the general partner, its affiliates, and all officers, directors, employees and agents of the general partner and its affiliates (individually, an “IEP Indemnitee”), to the fullest extent permitted by law, will be indemnified and held harmless from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the IEP Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of its status as (x) the general partner or an affiliate thereof or (y) a partner, shareholder, director, officer, employee or agent of the general partner or an affiliate thereof or (z) a Person serving at the request of Icahn Enterprises in another entity in a similar capacity, which relate to, arise out of or are incidental to Icahn Enterprises, its property, business or affairs, including, without limitation, liabilities under the federal and state securities laws, regardless of whether the IEP Indemnitee continues to be a general partner, an affiliate, or an officer, director, employee or agent of the general partner or of an affiliate thereof at the time any such liability or expense is paid or incurred, if (i) the IEP Indemnitee acted in good faith and in a manner it believed to be in, or not opposed to, the best interests of Icahn Enterprises, and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful and (ii) the IEP Indemnitee’s conduct did not constitute willful misconduct.

The partnership agreement further provides that an IEP Indemnitee shall not be denied indemnification in whole or in part under Section 6.15 by reason of the fact that the IEP Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of the partnership agreement.

Any indemnification under Section 6.15 shall be satisfied solely out of the assets of Icahn Enterprises.

The record holders shall not be subject to personal liability by reason of the indemnification provision.

Affiliate Pension Obligations

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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 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.

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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 $300,129 and $1,466,373 in audit-related fees and expenses from Grant Thornton LLP for 2022 and 2021, respectively, relating primarily to services provided in connection with subsidiary carve-out financial statements and due diligence in 2021 and employee benefit plans and certain other agreed upon procedures for both 2022 and 2021.

We incurred $162,849 and $300,129 in audit-related fees and expenses from Grant Thornton LLP for 2023 and 2022, respectively, relating primarily to services provided in connection with employee benefit plans and certain other agreed upon procedures for both 2023 and 2022.

We incurred $2,978 and $2,936 in tax-related fees and expenses for 2023 and 2022, respectively, from Grant Thornton LLP for property tax compliance services.

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

In accordance with the Charter of the audit committee of the Board of Directors of Icahn Enterprises GP, the general partner of Icahn Enterprises, the audit committee is required to approve in advance any and all audit services and permitted non-audit services provided to Icahn Enterprises and its consolidated subsidiaries by their independent auditors (subject to the de minimis exception of Section 10A (i) (1) (B) of the ‘34 Act), all as required by applicable law or listing standards.

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

All of the fees in 2023 and 2022 were pre-approved by the audit committee.

Exhibits and Financial Statement Schedules

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Interest expense

(Loss) gain on extinguishment of debt

Equity in gain (loss) of subsidiaries

Net (loss) income allocated to:

Gain (loss) on extinguishment of debt

Equity in (loss) gain of subsidiaries

Net loss allocated to:

Limited partners

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Repayments of borrowings

Investment segment distributions

Debt issuance costs and other

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9.750 % senior unsecured notes due 2029

In December 2023, Icahn Enterprises issued $ 700 million in aggregate principal amount of 9.750 % senior unsecured notes due 2029 at par.

The net proceeds, together with $ 376 million of cash and cash equivalents on hand, was used to satisfy and discharge the outstanding 4.750 % senior unsecured notes due 2024, along with any accrued interest associated with the notes and related fees and expenses.

In February 2022, Icahn Enterprises repaid all of its outstanding $ 500 million aggregate principal amount of 6.750 % senior unsecured notes due 2024 at par.

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(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) .

1-9516 and 333-118021-01, respectively) filed April 10, 2018) .

Agreement and Plan of Merger, dated April 15, 2018, by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P.

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(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) .

1-9516 and 333-118021-01, respectively) filed April 16, 2018) .

Agreement and Plan of Merger, dated as of October 22, 2018, by and between STL Parent Corp.

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(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) .

1-9516 and 333-118021-01, respectively) filed October 22, 2018) .

Certificate of Limited Partnership of Icahn Enterprises L.P., f/k/a American Real Estate Partners, L.P.

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1-9516), filed on August 9, 2007) .

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.

Amended and Restated Depositary Agreement among Icahn Enterprises, Icahn Enterprises GP and Computershare Inc., dated as of August 2, 2016 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form 10-Q for the quarter ended June 30, 2023 (SEC File No.

1-9516), filed on August 4, 2023) .

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1-9516 and 333-118021-01, respectively), filed on May 10, 2019) .

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) .

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.

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

Indenture, dated as of December 19, 2023, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust, National Association, as Trustee, relating to the 9.750% Senior Notes Due 2029 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516), filed on December 19, 2023) .

Shareholders Agreement, dated as of October 1, 2018, by and among Icahn Enterprises L.P., Icahn Enterprises Holdings L.P., American Entertainment Properties Corp.

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1-9516 and 333-118021-01, respectively), filed on June 27, 2019) .

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) .

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.

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

Registration Rights Agreement, dated December 19, 2023, 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’ Form 8-K (SEC File No.

1-9516), filed on December 19, 2023) .

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) .

Amendment No.

1 dated May 5, 2022 to the Management Agreement, dated October 1, 2020, among Icahn Enterprises, Icahn Capital LP, Brett Icahn, Isthmus LLC, Icahn Partners LP, and Icahn Partners Master Fund LP (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2022 (SEC File No.

1-9516) filed on May 6, 2022).

Guaranty, dated October 1, 2020, between American Entertainment Properties Corp.

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

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

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

Icahn Enterprises L.P.

2017 Long Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Icahn Enterprises’ Form S-8 (SEC File No.

333-216934) filed on March 24, 2017).

1- 9516) filed on February 25, 2022).

1-9516) filed on February 25, 2022).

Letter Agreement with David Willetts, dated December 9, 2021 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

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1-9516 and 333-118021-01, respectively), filed on December 13, 2021).

Registration Rights Agreement, dated Apr il 12 , 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 Ap ril 12 , 2021).

Registration Rights Agreement, dated April 12, 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 April 12, 2021).

Employment Agreement with Andrew J.

Teno, dated February 21, 2024 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516), filed on February 21, 2024).

Letter Agreement, dated February 21, 2024, by and among David Willetts, The Pep Boys – Manny, Moe & Jack LLC, and Pep Boys – Manny, Moe & Jack of Puerto Rico, Inc.

(incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516), filed on February 21, 2024).

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.

7 unchanged sentences

1350) and Rule 13a-14(b) of the Securities Exchange Act of 1934 .

Icahn Enterprises L.P.

Dodd-Frank Clawback Policy , effective as of December 1, 2023.

Inline XBRL Taxonomy Extension Schema Document.

8 unchanged sentences

general partner

/s/ David Willetts

David Willetts

/s/ Andrew Teno

President, Chief Executive Officer and Director

2 unchanged sentences

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.

/s/ David Willetts

/s/ Andrew Teno

President, Chief Executive Officer and Director

February 28, 2024

David Willetts

/s/ Ted Papapostolou

Chief Financial Officer, Chief Accounting Officer and

Chief Financial Officer and Director

February 28, 2024

Ted Papapostolou

/s/ Robert Flint

Chief Accounting Officer

February 28, 2024

/s/ Brett Icahn

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures