What changed in this filing

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Item 1. Business

2022-02-25 compared with 2021-02-26 · 30 added, 36 removed, 112 unchanged (37% of the section changed)

1 unchanged sentence

Icahn Enterprises L.P.

(“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987.

Icahn Enterprises Holdings L.P.

(“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987.

Icahn Enterprises and Icahn Enterprises Holdings are headquartered in Sunny Isles Beach, Florida.

References to “we,” “our” or “us” herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires.

Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings.

(“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987 and headquartered in Sunny Isles Beach, Florida.

We are a diversified holding company owning subsidiaries engaged in the following operating businesses:

Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.

In addition, we operated a Metals segment until it was sold in December 2021.

References to “we,” “our” or “us” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires.

Icahn Enterprises owns 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.

(“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr.

Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2020.

Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations.

Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to the allocation of the general partner interest, which is reflected as an aggregate 1.99% general partner interest in the financial statements of Icahn Enterprises.

Icahn and his affiliates owned approximately 92% of Icahn Enterprises’ outstanding depositary units as of December 31, 2020.

We are a diversified holding company owning subsidiaries engaged in the following operating businesses:

Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and, as of December 2020, Pharma.

Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2021, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us.

Icahn and his affiliates owned approximately 88% of our outstanding depositary units as of December 31, 2021.

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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Icahn Enterprises began as American Real Estate Partners L.P.

in 1987 and currently operates a portfolio of eight diversified reporting segments.

in 1987 and currently operates a portfolio of seven diversified reporting segments.

With the exception of our Investment segment, our operating segments primarily comprise independently operated businesses that we have obtained a controlling interest in through execution of our business strategy.

7 unchanged sentences

As of December 31, 2021, we had investments with a fair market value of approximately $4.2 billion in the Investment Funds, as defined below.

In addition, as of December 31, 2020, our Holding Company had various other investments, primarily equity investments, aggregating $366 million.

Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital.

22 unchanged sentences

Icahn, along with the Investment Funds, have entered into a covered affiliate agreement, which was amended on March 31, 2011, pursuant to which Mr.

Icahn agreed (on behalf of himself and certain of his affiliates, excluding Icahn Enterprises, Icahn Enterprises Holdings and their subsidiaries) to be bound by certain restrictions on their investments in any assets that we deem suitable for the Investment Funds, other than government and agency bonds and cash equivalents, unless otherwise approved by our Audit Committee.

Icahn agreed (on behalf of himself and certain of his affiliates, excluding Icahn Enterprises, and subsidiaries) to be bound by certain restrictions on their investments in any assets that we deem suitable for the Investment Funds, other than government and agency bonds and cash equivalents, unless otherwise approved by our Audit Committee.

In addition, Mr.

Icahn and such affiliates

continue to have the right to co-invest with the Investment Funds.

Icahn and such affiliates continue to have the right to co-invest with the Investment Funds.

We have no interest in, nor do we generate any income from, any such co-investments, which have been and may continue to be substantial.

17 unchanged sentences

The principal products are UAN and ammonia.

CVR Partners’ Coffeyville, Kansas facility uses pet coke to produce nitrogen fertilizer and is supplied primarily by its adjacent crude oil refinery pursuant to a renewable long-term agreement with CVR Refining.

CVR Partners’ Coffeyville, Kansas facility uses pet coke to produce nitrogen fertilizer and is supplied by its adjacent crude oil refinery pursuant to a renewable long-term agreement with CVR Refining, as well as by third parties.

Historically, the Coffeyville nitrogen fertilizer plant has obtained the remainder of its pet coke requirements from third parties such as other Midwestern refineries or pet coke brokers at spot-prices.

CVR Partners’ East Dubuque, Illinois facility uses natural gas to produce nitrogen fertilizer.

The East Dubuque facility is able to purchase natural gas at competitive prices due to its connection to the Norther Natural Gas interstate pipeline system, which is within one mile of the facility, and the ANR Pipeline Company pipeline.

The East Dubuque facility is able to purchase natural gas at competitive prices due to its connection to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.

Environmental Regulations

CVR Energy’s petroleum and nitrogen fertilizer businesses are subject to extensive and frequently changing federal, state and local, environmental, health and safety laws and regulations governing the emission and release of hazardous substances into the environment, the treatment and discharge of waste water, and the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline, diesel fuels, UAN and ammonia.

CVR Energy’s petroleum and nitrogen fertilizer businesses are subject to extensive and frequently changing federal, state and local, environmental, health and safety laws and regulations governing the emission, transportation, storage, disposal and release of regulated substances or wastes, the treatment and discharge of waste-water and storm water, and the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline, diesel fuels, UAN and ammonia.

These laws and regulations, their underlying regulatory requirements, and the enforcement thereof, impact the petroleum business and operations and the nitrogen fertilizer business and operations by imposing:

● restrictions on operations or the need to install enhanced or additional controls;

● restrictions on operations or the need to install enhanced or additional monitoring of controls;

● liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and for off-site waste disposal locations;

1 unchanged sentence

CVR Energy’s operations require numerous permits, licenses and authorizations.

Failure to comply with these permits or environmental laws and regulations could result in fines, penalties or other sanctions or a revocation of CVR Energy’s permits.

In addition, the laws and regulations to which CVR Energy is subject to are often evolving and many of them have become more stringent or have become subject to more stringent interpretation or enforcement by federal or state agencies.

Failure to comply with these permits or environmental laws and regulations could result in fines, penalties or other sanctions or a revocation of CVR Energy’s permits, licenses or authorizations.

In addition, the laws and regulations to which CVR Energy is subject to are often evolving and many of them have become more stringent or have become subject to more stringent interpretation or

enforcement by federal or state agencies.

These laws and regulations could result in increased capital, operating and compliance costs.

CVR Energy’s businesses are also subject to, or impacted by, various other environmental laws and regulations such as the federal Clean Air Act, the federal Clean Water Act, release reporting requirements relating to the release of hazardous substances into the environment, certain fuel regulations, renewable fuel standards, as discussed below, and various other laws and regulations.

Renewable Fuel Standards

CVR Refining is subject to the renewable fuel standards which requires refiners to either blend “renewable fuels” with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers, in lieu of blending.

Renewable Fuel Standard

CVR Refining is subject to the Clean Air Act’s renewable fuel standard (“RFS”) which requires refiners to either blend “renewable fuels” with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers, in lieu of blending.

See Item 1A, “Risk Factors” and Note 17, “Commitments and Contingencies,” to the consolidated financial statements for further discussion.

4 unchanged sentences

As a result, the board of directors of Icahn Automotive has approved the separation of its aftermarket parts and automotive services businesses into two independent operating companies, each with its own Chief Executive Officer and management teams, and both of which are supported by a central shared service group.

Our Automotive segment also includes our separate equity method investment in 767 Auto Leasing, LLC (“767 Leasing”), a joint venture created by us to purchase vehicles for lease.

Although 767 Leasing is separate from Icahn Automotive, we include it as a component of our Automotive segment due to the nature of the joint venture activities.

Our Automotive segment’s net sales for the years ended December 31, 2021, 2020 and 2019 represented approximately 17%, 28% and 24%, respectively, of our consolidated net sales.

2 unchanged sentences

Over the past decade, consumers have moved away from do-it-yourself (retail) toward do-it-for-me (services) due to increasing vehicle complexity and electronic content, as well as decreasing availability of diagnostic equipment and know-how.

Consistent with this long-term trend, Icahn Automotive’s long-term strategy is to grow its commercial parts sales to automotive services businesses as well to grow its own automotive service business, while maintaining its retail parts customer bases by offering the newest and broadest product assortment in the automotive aftermarket.

Icahn Automotive provides its customers with access to over two million replacement parts for domestic and imported vehicles through an extensive network of suppliers.

12 unchanged sentences

In connection with this transaction, our ownership of Viskase increased from approximately 79% to 89%.

We conduct our Metals segment through our wholly owned subsidiary, PSC Metals, LLC (“PSC Metals”).

PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-ferrous metals, as well as the processing and distribution of steel pipe and plate products.

PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers.

PSC Metals’ operations consist of 31 recycling yards, three secondary plate storage and distribution centers and one secondary pipe storage and distribution center located throughout the Midwestern and Southeastern United States.

Our Real Estate segment consists primarily of investment properties, the development and sale of single-family homes and the management of a country club.

Our Real Estate segment also owns a hotel and timeshare resort in Aruba and a property in Atlantic City, New Jersey.

We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint Home LLC (“WPH”).

1 unchanged sentence

WPH’s operations include a manufacturing and distribution facility in Chipley, Florida and a manufacturing facility in Bahrain, both of which are owned facilities.

We conduct our Pharma segment through our wholly owned subsidiary, Vivus, Inc.

We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC, formerly Vivus, Inc.

We acquired all of the outstanding common stock of Vivus in December 2020 upon its emergence from bankruptcy.

1 unchanged sentence

Vivus is a specialty pharmaceutical company with two approved therapies and one product candidate in active clinical development.

We conducted our Metals segment through our wholly owned subsidiary, PSC Metals, LLC (“PSC Metals”).

On December 7, 2021, we closed on the sale of PSC Metals.

As a result, we no longer operate a Metals segment.

We have an aggregate of 36 employees at our Holding Company and Investment segment.

Our other reporting segments employ an aggregate of approximately 23,800 employees, of which approximately 70% are employed within our Automotive segment, 11% are employed with our Food Packaging segment and less than 10% at each of our other segments.

Our other reporting segments employ an aggregate of approximately 19,500 employees, of which approximately 68% are employed within our Automotive segment, 13% are employed with our Food Packaging segment and 10% or less at each of our other segments.

Approximately 19% of our employees are employed internationally, primarily within our Food Packaging and Home Fashion segments.

3 unchanged sentences

Paper copies of annual and periodic reports filed with the SEC may be obtained free of charge upon written request by contacting our headquarters at the address located on the front cover of this report or under Investor Relations on our website.

In addition, our corporate governance guidelines, including Code of Ethics and Business Conduct and Audit Committee Charter, are available on our website (under Corporate Governance) and are available in print without charge to any stockholder requesting them.

stockholder requesting them.

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

The SEC maintains a website that contains reports, information statements, and other information regarding issuers like us who file electronically with the SEC.

1 unchanged sentence

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 1. Business