| Delaware (State or Other Jurisdiction of Incorporation or Organization) | | | 13-3398766 (I.R.S. Employer Identification Number) | |
| Delaware (State or Other Jurisdiction of Incorporation or Organization) | | | 20-1059842 (I.R.S. Employer Identification Number) | |
| Large accelerated filer ☒ | | | | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | | | | Smaller reporting company ☐ | |
| | | | | | | Emerging growth company ☐ | |
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Title of Each Class of Securities To Be Registered | | | | Amount to be Registered(1) | | | | Proposed Maximum Offering Price Per Unit | | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | | Amount of Registration Fee(3) | | ||||||
Depositary Units(4) | | | | | | | | | | | | | | | | | | | | | | | |
Preferred Units(4) | | | | | | | | | | | | | | | | | | | | | | | |
Debt Securities(4) | | | | | | | | | | | | | | | | | | | | | | | |
Guarantees of Debt Securities(5) | | | | | | | | | | | | | | | | | | | | | | | |
Warrants | | | | | | | | | | | | | | | | | | | | | | | |
Rights | | | | | | | | | | | | | | | | | | | | | | | |
Units | | | | | | | | | | | | | $ | 1,200,000,000 | | | | | | $ | 77,675.43 | | |
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| Securities and Exchange Commission registration fee | | | $ | 77,675.43 | | | Securities and Exchange Commission registration fee | | | $ | 111,240 | | | ||
| The Nasdaq Stock Market Listing Fees | | | | * | | | The Nasdaq Stock Market Listing Fees | | | | * | | | ||
| Transfer Agent and Registrar, Trustee and Depositary Fees | | | | * | | | Transfer Agent and Registrar, Trustee and Depositary Fees | | | | * | | | ||
| Accounting fees and expenses | | | | * | | | Accounting fees and expenses | | | | * | | | ||
| Legal fees and expenses | | | | * | | | Legal fees and expenses | | | | * | | | ||
| Printing expenses | | | | * | | | Printing expenses | | | | * | | | ||
| Miscellaneous | | | | * | | | Miscellaneous | | | | * | | | ||
| Total | | | $ | * | | | Total | | | $ | * | | |
| Exhibit No. | | | Description | |
| 1.1 | | | Form of Underwriting Agreement.* | |
| 4.1 | | | 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). | |
| 4.2 | | | | |
| 4.3 | | | | |
| 4.4 | | | | |
| 4.5 | | | Form of Warrant Agreement and Warrant Certificate.* | |
| 4.6 | | | Form of Rights Agreement and Rights Certificate.* | |
| 5.1 | | | | |
| 23.1 | | | | |
| 23.2 | ||||
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| 24.1 | | | | |
| 25.1 | | | Form T-1, Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Indenture. | |
| 107 | | | |
ICAHN ENTERPRISES L.P. By: Icahn Enterprises G.P. Inc., its general partner /s/ David Willetts David Willetts President, Chief Executive Officer and Director |
| /s/ | |||||||
David Willetts | | | President, Chief and Director | | | July | | |
| /s/ Ted Papapostolou Ted Papapostolou | | | Chief Financial Officer, Chief Accounting Officer and Director | | | July | |
| /s/ Michael Nevin Michael Nevin | | | Director | | | July | |
| /s/ Stephen A. Mongillo Stephen A. Mongillo | | | Director | | | July | |
| /s/ Alvin B. Krongard Alvin B. Krongard | | | Director | | | July | |
| /s/ Brett Icahn Brett Icahn | | | Director | | | July 15, 2022 | |
| /s/ Nancy Dunlap Nancy Dunlap | | | Director | | | July 15, 2022 | |
| /s/ | |||||||
Denise Barton | | | Director | | | July | | |
| Carl C. Icahn | | | Chairman of the Board | | | July | |
ICAHN ENTERPRISES FINANCE CORP. /s/ David Willetts David Willetts President, Chief Executive Officer and Director |
| /s/ | |||||||
David Willetts | | | President, Chief and Director | | | July | | |
| /s/ Ted Papapostolou Ted Papapostolou | | | Chief Financial Officer, Chief Accounting Officer and Director | | | July | |
| /s/ Michael Nevin Michael Nevin | | | Director | | | July | |
| /s/ Stephen A. Mongillo Stephen A. Mongillo | | | Director | | | July | |
| /s/ Alvin B. Krongard Alvin B. Krongard | | | Director | | | July | |
| /s/ Brett Icahn Brett Icahn | | | Director | | | July | |
| /s/ Nancy Dunlap Nancy Dunlap | | | Director | | | July 15, 2022 | |
| /s/ | |||||||
Denise Barton | | | Director | | | July | | |
| Carl C. Icahn | | | Chairman of the Board | | | July | |