5 unchanged sentences
We have audited the accompanying consolidated balance sheets of Icahn Enterprises L.P.
−Removed: (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).
+Added: (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
12 unchanged sentences
Critical audit matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Long-lived asset impairment assessment
−Removed: As described further in Note 2 of the Partnership’s consolidated financial statements, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
−Removed: In the quarter ended June 30, 2020, the Partnership identified a triggering event at the Coffeyville nitrogen fertilizer plant (“Coffeyville Asset Group”) in the Partnership’s Energy segment.
−Removed: At June 30, 2020, the carrying value of the Coffeyville Asset Group was $703 million.
−Removed: In performing the test for recoverability, management estimated the undiscounted future cash flows expected to result from the use of the asset and its disposition, which included assumptions related to the remaining useful life of the Coffeyville Asset Group’s primary asset, cash flow forecasts using estimates of
−Removed: future nitrogen fertilizer pricing, volumes sold, costs incurred for key process inputs, other operating expenses, long-term growth rates and the estimated disposition value.
−Removed: As a result of the recoverability test, the Partnership concluded that the future undiscounted cash flows of the Coffeyville Asset Group exceeded the carrying amount and no impairment was recorded.
−Removed: We identified the long-lived asset impairment assessment of the Coffeyville Asset Group as a critical audit matter because of the degree of subjectivity inherent in determining management’s estimates noted above, which required significant auditor judgment in obtaining sufficient appropriate audit evidence.
−Removed: Our audit procedures related to the long-lived asset impairment assessment of the Coffeyville Asset Group included the following, among others.
−Removed: ● We tested the design and operating effectiveness of certain internal controls relating to management’s long-lived asset impairment evaluation, including identification of indicators that an asset group may not be recoverable and review of assumptions in the estimated future cash flows when indicators of impairment exist.
−Removed: ● We evaluated management’s identification of a triggering event by considering the current market conditions following the completion of the spring planting season as well as the economic uncertainty surrounding the COVID-19 pandemic.
−Removed: ● We evaluated the reasonableness of future nitrogen fertilizer pricing assumptions by comparing the prices used by management to current industry and economic trends such as the impacts of the COVID-19 pandemic as well as comparing those prices to the historical performance of the Coffeyville Asset Group, performed sensitivity analyses to evaluate the change in the cash flow estimates, and recalculated management’s estimates.
−Removed: ● We compared forecasted sales volumes and expenses to historical operating results.
−Removed: ● We recalculated the carrying amount of the Coffeyville Asset Group, tested the mathematical accuracy of the undiscounted cash flow model and management’s determination of the remaining useful life of the primary asset.
−Removed: ● With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the valuation methodologies utilized by management and the significant assumptions, including the long-term growth rates and methodology used in estimating the disposition value.
−Removed: /s/GRANT THORNTON LLP
−Removed: We have served as the Partnership’s auditor since 2004.
−Removed: New York, New York
−Removed: February 26, 2021
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: Board of Directors and Partners
−Removed: Icahn Enterprises Holdings L.P.
−Removed: Opinion on the financial statements
−Removed: We have audited the accompanying consolidated balance sheets of Icahn Enterprises Holdings L.P.
−Removed: (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for opinion
−Removed: These financial statements are the responsibility of the Partnership’s management.
−Removed: Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical audit matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Long-lived asset impairment assessment
−Removed: As described further in Note 2 of the Partnership’s consolidated financial statements, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
−Removed: In the quarter ended June 30, 2020, the Partnership identified a triggering event at the Coffeyville nitrogen fertilizer plant (“Coffeyville Asset Group”) in the Partnership’s Energy segment.
−Removed: At June 30, 2020, the carrying value of the Coffeyville Asset Group was $703 million.
−Removed: In performing the test for recoverability, management estimated the undiscounted future cash flows expected to result from the use of the asset and its disposition, which included assumptions related to the remaining useful life of the Coffeyville Asset Group’s primary asset, cash flow forecasts using estimates of future nitrogen fertilizer pricing, volumes sold, costs incurred for key process inputs, other operating expenses, long-term growth rates and the estimated disposition value.
−Removed: As a result of the recoverability test, the Partnership concluded that the
−Removed: future undiscounted cash flows of the Coffeyville Asset Group exceeded the carrying amount and no impairment was recorded.
−Removed: We identified the long-lived asset impairment assessment of the Coffeyville Asset Group as a critical audit matter because of the degree of subjectivity inherent in determining management’s estimates noted above, which required significant auditor judgment in obtaining sufficient appropriate audit evidence.
−Removed: Our audit procedures related to the long-lived asset impairment assessment of the Coffeyville Asset Group included the following, among others.
−Removed: ● We tested the design and operating effectiveness of certain internal controls relating to management’s long-lived asset impairment evaluation, including identification of indicators that an asset group may not be recoverable and review of assumptions in the estimated future cash flows when indicators of impairment exist.
−Removed: ● We evaluated management’s identification of a triggering event by considering the current market conditions following the completion of the spring planting season as well as the economic uncertainty surrounding the COVID-19 pandemic.
−Removed: ● We evaluated the reasonableness of future nitrogen fertilizer pricing assumptions by comparing the prices used by management to current industry and economic trends such as the impacts of the COVID-19 pandemic as well as comparing those prices to the historical performance of the Coffeyville Asset Group, performed sensitivity analyses to evaluate the change in the cash flow estimates, and recalculated management’s estimates.
−Removed: ● We compared forecasted sales volumes and expenses to historical operating results.
−Removed: ● We recalculated the carrying amount of the Coffeyville Asset Group, tested the mathematical accuracy of the undiscounted cash flow model and management’s determination of the remaining useful life of the primary asset.
−Removed: ● With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the valuation methodologies utilized by management and the significant assumptions, including the long-term growth rates and methodology used in estimating the disposition value.
+Added: Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: We determined that there are no critical audit matters.
/s/GRANT THORNTON LLP
We have served as the Partnership’s auditor since 2004.
−Removed: New York, New York
+Added: Fort Lauderdale, Florida
February 25, 2022
7 unchanged sentences
Accounts receivable, net
−Removed: Inventories, net
Property, plant and equipment, net
−Removed: Unrealized gain on derivative contracts
+Added: Derivative assets, net
Intangible assets, net
3 unchanged sentences
Deferred tax liabilities
−Removed: Unrealized loss on derivative contracts
+Added: Derivative liabilities, net
Securities sold, not yet purchased, at fair value
16 unchanged sentences
Other revenues from operations
−Removed: Net (loss) gain from investment activities
+Added: Net gain (loss) from investment activities
Interest and dividend income
−Removed: (Loss) gain on disposition of assets, net
+Added: Gain (loss) on disposition of assets, net
Other (loss) income, net
4 unchanged sentences
Interest expense
−Removed: (Loss) income before income tax benefit (expense)
+Added: Loss before income tax benefit (expense)
Income tax benefit (expense)
−Removed: (Loss) income from continuing operations
−Removed: (Loss) income from discontinued operations
−Removed: Net (loss) income
−Removed: net (loss) income attributable to non-controlling interests
−Removed: Net (loss) income attributable to Icahn Enterprises
−Removed: Net (loss) income attributable to Icahn Enterprises from:
+Added: Loss from continuing operations
+Added: Loss from discontinued operations
+Added: net income (loss) attributable to non-controlling interests
+Added: Net loss attributable to Icahn Enterprises
+Added: Net loss attributable to Icahn Enterprises from:
Continuing operations
3 unchanged sentences
General partner
−Removed: Basic and diluted (loss) income per LP unit:
+Added: Basic and diluted loss per LP unit:
Continuing operations
Discontinued operations
−Removed: Basic and diluted (loss) income per LP unit
+Added: Basic and diluted loss per LP unit
Basic and diluted weighted average LP units outstanding
−Removed: Cash distributions declared per LP unit
+Added: Distributions declared per LP unit
See notes to consolidated financial statements.
4 unchanged sentences
(in millions)
−Removed: Net (loss) income
Other comprehensive income (loss), net of tax:
1 unchanged sentence
Post-retirement benefits and other
−Removed: Other comprehensive (loss) income, net of tax
−Removed: Comprehensive (loss) income
−Removed: Comprehensive (loss) income attributable to non-controlling interests
−Removed: Comprehensive (loss) income attributable to Icahn Enterprises
+Added: Other comprehensive income (loss), net of tax
+Added: Comprehensive loss
+Added: Comprehensive income (loss) attributable to non-controlling interests
+Added: Comprehensive loss attributable to Icahn Enterprises
Comprehensive (loss) income attributable to Icahn Enterprises allocated to:
10 unchanged sentences
Balance, December 31, 2018
−Removed: Net (loss) income
−Removed: Other comprehensive loss
−Removed: Partnership distributions
−Removed: Investment segment contributions
−Removed: Dividends and distributions to non-controlling interests in subsidiaries
−Removed: Cumulative effect adjustment from adoption of accounting principle
−Removed: Changes in subsidiary equity and other
−Removed: Balance, December 31, 2018
Other comprehensive income
12 unchanged sentences
Balance, December 31, 2020
−Removed: See notes to consolidated financial statements.
−Removed: ICAHN ENTERPRISES L.P.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Year Ended December 31,
−Removed: (in millions)
−Removed: Cash flows from operating activities:
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
−Removed: Loss (income) from discontinued operations
−Removed: Net loss (gain) from securities transactions
−Removed: Purchases of securities
−Removed: Proceeds from sales of securities
−Removed: Payments to cover securities sold, not yet purchased
−Removed: Proceeds from securities sold, not yet purchased
−Removed: Changes in receivables and payables relating to securities transactions
−Removed: Changes in unrealized gains/losses on derivative contracts
−Removed: Loss (gain) on disposition of assets, net
−Removed: Depreciation and amortization
−Removed: Deferred taxes
−Removed: Changes in other operating assets and liabilities:
−Removed: Accounts receivable, net
−Removed: Inventories, net
−Removed: Accounts payable
−Removed: Accrued expenses and other liabilities
−Removed: Net cash (used in) provided by operating activities from continuing operations
−Removed: Net cash provided by operating activities from discontinued operations
−Removed: Net cash (used in) provided by operating activities
−Removed: Cash flows from investing activities:
−Removed: Capital expenditures
−Removed: Turnaround expenditures
−Removed: Acquisition of businesses, net of cash acquired
−Removed: Purchases of investments
−Removed: Proceeds from sale of investments
−Removed: Proceeds from disposition of businesses and assets
−Removed: Net cash (used in) provided by investing activities from continuing operations
−Removed: Net cash used in investing activities from discontinued operations
−Removed: Net cash (used in) provided by investing activities
−Removed: Cash flows from financing activities:
−Removed: Investment segment contributions from non-controlling interests
−Removed: Partnership contributions
−Removed: Partnership distributions
−Removed: Purchase of additional interests in consolidated subsidiaries
−Removed: Dividends and distributions to non-controlling interests in subsidiaries
−Removed: Proceeds from Holding Company senior unsecured notes
−Removed: Repayments of Holding Company senior unsecured notes
−Removed: Proceeds from subsidiary borrowings
−Removed: Repayments of subsidiary borrowings
−Removed: Net cash (used in) provided by financing activities from continuing operations
−Removed: Net cash used in financing activities from discontinued operations
−Removed: Net cash (used in) provided by financing activities
−Removed: Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents
−Removed: Add back change in cash and restricted cash of assets held for sale
−Removed: Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents
−Removed: Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period
−Removed: Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period
−Removed: See notes to consolidated financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED BALANCE SHEETS
−Removed: (in millions)
−Removed: Cash and cash equivalents
−Removed: Cash held at consolidated affiliated partnerships and restricted cash
−Removed: Due from brokers
−Removed: Accounts receivable, net
−Removed: Inventories, net
−Removed: Property, plant and equipment, net
−Removed: Unrealized gain on derivative contracts
−Removed: Intangible assets, net
−Removed: LIABILITIES AND EQUITY
−Removed: Accounts payable
−Removed: Accrued expenses and other liabilities
−Removed: Deferred tax liabilities
−Removed: Unrealized loss on derivative contracts
−Removed: Securities sold, not yet purchased, at fair value
−Removed: Due to brokers
−Removed: Total liabilities
−Removed: Commitments and contingencies (Note 18)
−Removed: Limited partner
−Removed: General partner
−Removed: Equity attributable to Icahn Enterprises Holdings
−Removed: Equity attributable to non-controlling interests
−Removed: Total Liabilities and Equity
−Removed: See notes to consolidated financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: Year Ended December 31,
−Removed: Other revenues from operations
−Removed: Net (loss) gain from investment activities
−Removed: Interest and dividend income
−Removed: (Loss) gain on disposition of assets, net
−Removed: Other (loss) income, net
−Removed: Cost of goods sold
−Removed: Other expenses from operations
−Removed: Selling, general and administrative
−Removed: Restructuring, net
−Removed: Interest expense
−Removed: (Loss) income before income tax benefit (expense)
−Removed: Income tax benefit (expense)
−Removed: (Loss) income from continuing operations
−Removed: (Loss) income from discontinued operations
−Removed: Net (loss) income
−Removed: net (loss) income attributable to non-controlling interests
−Removed: Net (loss) income attributable to Icahn Enterprises Holdings
−Removed: Net (loss) income attributable to Icahn Enterprises Holdings from:
−Removed: Continuing operations
−Removed: Discontinued operations
−Removed: Net (loss) income attributable to Icahn Enterprises Holdings allocated to:
−Removed: Limited partner
−Removed: General partner
−Removed: See notes to consolidated financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
−Removed: Year Ended December 31,
−Removed: (in millions)
−Removed: Net (loss) income
−Removed: Other comprehensive income (loss), net of tax:
−Removed: Translation adjustments
−Removed: Post-retirement benefits and other
−Removed: Other comprehensive (loss) income, net of tax
−Removed: Comprehensive (loss) income
−Removed: Comprehensive (loss) income attributable to non-controlling interests
−Removed: Comprehensive (loss) income attributable to Icahn Enterprises Holdings
−Removed: Comprehensive (loss) income attributable to Icahn Enterprises Holdings allocated to:
−Removed: Limited partner
−Removed: General partner
−Removed: See notes to consolidated financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
−Removed: Equity Attributable to Icahn Enterprises Holdings
−Removed: Total Partners’
−Removed: Equity (Deficit)
−Removed: (In millions)
−Removed: Balance, December 31, 2017
−Removed: Net (loss) income
−Removed: Other comprehensive loss
−Removed: Partnership distributions
−Removed: Investment segment contributions
−Removed: Dividends and distributions to non-controlling interests in subsidiaries
−Removed: Cumulative effect adjustment from adoption of accounting principle
−Removed: Changes in subsidiary equity and other
−Removed: Balance, December 31, 2018
+Added: Net income (loss)
Other comprehensive income
5 unchanged sentences
Balance, December 31, 2021
−Removed: Other comprehensive loss
−Removed: Partnership distributions
−Removed: Partnership contributions
−Removed: Investment segment contributions
−Removed: Dividends and distributions to non-controlling interests in subsidiaries
−Removed: Changes in subsidiary equity and other
−Removed: Balance, December 31, 2020
See notes to consolidated financial statements.
−Removed: ICAHN ENTERPRISES HOLDINGS L.P.
+Added: ICAHN ENTERPRISES L.P.
AND SUBSIDIARIES
3 unchanged sentences
Cash flows from operating activities:
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
−Removed: Loss (income) from discontinued operations
−Removed: Net loss (gain) from securities transactions
+Added: Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
+Added: Loss from discontinued operations
+Added: Net (gain) loss from securities transactions
Purchases of securities
3 unchanged sentences
Changes in receivables and payables relating to securities transactions
−Removed: Changes in unrealized gains/losses on derivative contracts
−Removed: Loss (gain) on disposition of assets, net
+Added: Changes in derivative assets and liabilities
+Added: (Gain) loss on disposition of assets, net
Depreciation and amortization
Deferred taxes
+Added: Inventory write-down
Changes in other operating assets and liabilities:
Accounts receivable, net
−Removed: Inventories, net
Accounts payable
Accrued expenses and other liabilities
−Removed: Net cash (used in) provided by operating activities from continuing operations
−Removed: Net cash provided by operating activities from discontinued operations
−Removed: Net cash (used in) provided by operating activities
+Added: Net cash provided by (used in) operating activities
Cash flows from investing activities:
5 unchanged sentences
Proceeds from disposition of businesses and assets
−Removed: Net cash (used in) provided by investing activities from continuing operations
−Removed: Net cash used in investing activities from discontinued operations
−Removed: Net cash (used in) provided by investing activities
+Added: Net cash provided by (used in) investing activities
Cash flows from financing activities:
8 unchanged sentences
Repayments of subsidiary borrowings
−Removed: Net cash (used in) provided by financing activities from continuing operations
−Removed: Net cash used in financing activities from discontinued operations
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents
Add back change in cash and restricted cash of assets held for sale
−Removed: Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents
+Added: Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period
1 unchanged sentence
See notes to consolidated financial statements.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Description of Business
1 unchanged sentence
(“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987.
−Removed: Icahn Enterprises Holdings L.P.
−Removed: (“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987.
−Removed: References to “we,” “our” or “us” herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires.
−Removed: Icahn Enterprises owns a 99 % limited partner interest in Icahn Enterprises Holdings.
−Removed: Icahn Enterprises G.P.
−Removed: (“Icahn Enterprises GP”), which is owned and controlled by Mr.
−Removed: Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2020.
+Added: References to “we,” “our” or “us” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires.
+Added: Icahn Enterprises owns a 99 % limited partner interest in Icahn Enterprises Holdings L.P.
+Added: (“Icahn Enterprises Holdings”).
Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations.
−Removed: 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.
−Removed: In addition to the above, Mr.
−Removed: Icahn and his affiliates owned approximately 92 % of Icahn Enterprises’ outstanding depositary units as of December 31, 2020.
+Added: Icahn Enterprises G.P.
+Added: (“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr.
+Added: 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.
+Added: Icahn and his affiliates owned approximately 88 % of our outstanding depositary units as of December 31, 2021.
Description of Operating Businesses
We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses:
−Removed: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and, as of December 2020, Pharma.
−Removed: We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings (unless otherwise noted), and investment activity and expenses associated with our Holding Company.
−Removed: Our historical results also report the results of our Mining segment, until sold on August 1, 2019, and our Railcar segment through the date we sold our last remaining railcars on lease, which occurred in the third quarter of 2018.
+Added: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.
+Added: In addition, we operated our Metals segment until sold in December 2021.
+Added: We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises (unless otherwise noted), and investment activity and expenses associated with our Holding Company.
+Added: Our historical results also report the results of our Mining segment, until sold on August 1, 2019.
See Note 13, “Segment and Geographic Reporting,” for a reconciliation of each of our reporting segment’s results of operations to our consolidated results.
1 unchanged sentence
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.
−Removed: We, certain of Mr.
−Removed: Icahn’s wholly-owned affiliates and Brett Icahn, son of Mr.
−Removed: Icahn, are the only investors in the Investment Funds.
As general partner, we provide investment advisory and certain administrative and back-office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts.
+Added: We and certain of Mr.
+Added: Icahn’s family members and affiliates are the only investors in the Investment Funds.
Interests in the Investment Funds are not offered to outside investors.
6 unchanged sentences
CVR Energy has a general partner interest in each of CVR Refining and CVR Partners.
−Removed: In addition, CVR Energy is the sole limited partner of CVR Refining and owns 36 % of the outstanding common units of CVR Partners as of December 31, 2020.
+Added: In addition, CVR Energy is the sole limited partner of CVR Refining and owns approximately 36 % of the outstanding common units of CVR Partners as of December 31, 2021.
As of December 31, 2021, we owned approximately 71 % of the total outstanding common stock of CVR Energy.
On January 29, 2019, CVR Energy, pursuant to the exercise of its right to purchase all of the issued and outstanding common units in CVR Refining, purchased the remaining common units of CVR Refining not already owned by CVR
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Energy, including the purchase of CVR Refining common units owned directly by us.
3 unchanged sentences
The remaining common units of CVR Refining acquired in this transaction were purchased for $ 241 million, excluding the amount paid by CVR Energy to us for the common units of CVR Refining directly owned by us.
−Removed: Prior to this, on August 1, 2018, CVR Energy completed an exchange offer whereby CVR Refining’s public unitholders tendered a total of 21,625,106 common units of CVR Refining in exchange for 13,699,549 shares of CVR Energy common stock.
−Removed: In connection with this transaction, our equity attributable to Icahn Enterprises and Icahn Enterprises Holdings increased by $ 99 million.
We conduct our Automotive segment through our wholly-owned subsidiary, Icahn Automotive Group LLC (“Icahn Automotive”).
1 unchanged sentence
Icahn Automotive’s aftermarket parts and automotive services businesses serve different customer channels and have distinct strategies, opportunities and requirements and therefore are operated as 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.
−Removed: 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, as described further in Note 3, “Related Party Transactions.” Our investment in 767 Leasing is included as a component of our Automotive segment due to the nature of the joint venture activities.
Food Packaging
3 unchanged sentences
In connection with this transaction, our ownership of Viskase increased from approximately 79 % to 89 %.
−Removed: Prior to this, during January 2018, Viskase received $ 50 million in connection with its common stock rights offering.
−Removed: In connection with this rights offering, we fully exercised our subscription rights under our basic and over subscription privileges to purchase additional shares of Viskase common stock, thereby increasing our ownership of Viskase from 75 % to 79 %, for an aggregate additional investment of $ 44 million.
−Removed: We conduct our Metals segment through our indirect wholly-owned subsidiary, PSC Metals, LLC (“PSC Metals”).
−Removed: 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.
−Removed: PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers .
Our Real Estate segment consists primarily of investment properties, the development and sale of single-family homes and the management of a country club.
−Removed: During 2018, our Real Estate segment sold two commercial rental properties for aggregate proceeds of $ 179 million, resulting in aggregate pretax gain on disposition of assets of $ 89 million.
We conduct our Home Fashion segment through our wholly-owned subsidiary, WestPoint Home LLC (“WPH”).
WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products.
−Removed: We conduct our Pharma segment through our wholly owned subsidiary, Vivus, Inc.
+Added: We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC (“Vivus”).
We acquired all of the outstanding commons stock of Vivus in December 2020 upon its emergence from bankruptcy.
3 unchanged sentences
The $ 81 million exit financing facility replaced an existing $ 63 million term loan previously held by us.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: We conducted our Metals segment through our indirect wholly-owned subsidiary, PSC Metals, LLC (“PSC Metals”).
+Added: 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.
+Added: PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers .
+Added: On December 7, 2021, we closed on the previously announced sale of 100 % of the equity interests in PSC Metals.
+Added: In connection with this sale, we received proceeds of $ 323 million and recorded a pretax gain on disposition of assets of $ 163 million in the fourth quarter of 2021.
+Added: As a result of the sale of PSC Metals, we no longer operate a Metals segment.
We conducted our Mining segment through our majority owned subsidiary, Ferrous Resources Ltd.
2 unchanged sentences
Prior to the sale of Ferrous Resources, as discussed below, we owned approximately 77 % of its total outstanding common stock.
−Removed: On December 5, 2018, we announced a definitive agreement to sell Ferrous Resources for total consideration of $ 550 million (including repaid indebtedness).
−Removed: On August 1, 2019, we closed on the sale of Ferrous Resources.
+Added: On August 1, 2019, we closed on the previously announced sale of Ferrous Resources.
Our proportionate share of the cash proceeds from the sale, net of adjustments, was $ 463 million.
1 unchanged sentence
Subsequent to the sale, we no longer operate an active Mining segment.
−Removed: We conducted our Railcar segment through our wholly-owned subsidiary, American Railcar Leasing, LLC (“ARL”).
−Removed: ARL operated a leasing business consisting of purchased railcars leased to third parties under operating leases.
−Removed: During 2017, we sold ARL and a majority of its railcar lease fleet.
−Removed: During 2018, we sold all remaining railcars of ARL not previously sold for additional cash consideration of $ 17 million.
−Removed: In connection with these transactions, we recorded a pretax gain on disposition of assets of $ 5 million in 2018.
−Removed: As a result of the sale of all remaining railcars during 2018, our business no longer includes an active Railcar segment.
−Removed: Description of Discontinued Operating Businesses
−Removed: We also report discontinued operations previously reported in our Automotive and Railcar segments and former Gaming segment.
−Removed: In addition to below, see Note 14, “Discontinued Operations,” for additional information with respect to our discontinued operating businesses.
−Removed: Our discontinued Automotive operations consists of our previously wholly-owned subsidiary, Federal-Mogul LLC (“Federal-Mogul”).
−Removed: On October 1, 2018, we closed on the previously announced sale of Federal-Mogul to Tenneco Inc.
−Removed: In connection with the sale, we received $ 800 million in cash and approximately 29.5 million shares of
−Removed: Tenneco common stock, of which approximately 23.8 million shares were non-voting shares convertible into voting shares if and when sold.
−Removed: The remaining approximately 5.7 million voting shares received by us represented approximately 9.9% of the aggregate voting interest in Tenneco.
−Removed: There were restrictions on how many shares of Tenneco common stock that could be sold by us within the first 150 days after the closing of the sale.
−Removed: The voting and non-voting shares of Tenneco common stock have the same economic value.
−Removed: As of October 1, 2018, the approximately 29.5 million voting and non-voting shares of Tenneco common stock had a fair market value of approximately $ 1.2 billion, which our Holding Company will hold and record as a Level 1 investment measured at fair value on a recurring basis.
−Removed: In addition, Federal-Mogul’s outstanding debt was assumed by Tenneco.
−Removed: As a result of the sale of Federal-Mogul, we recorded a pretax gain on sale of discontinued operations attributable to Icahn Enterprises of $ 251 million in the fourth quarter of 2018.
−Removed: Our discontinued Gaming operations consists of our previous majority ownership in Tropicana Entertainment Inc.
−Removed: (“Tropicana”).
−Removed: On October 1, 2018, Tropicana closed on the previously announced real estate sales and merger transaction for aggregate cash consideration, net of adjustments, of approximately $ 1.8 billion.
−Removed: The transaction did not include Tropicana Aruba Resort and Casino, which was retained by us and is now reported within our Real Estate segment.
−Removed: Our proportionate share of the cash proceeds, net of adjustments, was approximately $ 1.5 billion.
−Removed: As a result of the sale of Tropicana, we recorded a pretax gain on sale of discontinued operations attributable to Icahn Enterprises of $ 779 million in the fourth quarter of 2018.
−Removed: Our discontinued Railcar operations consists of our previous majority ownership in American Railcar Industries, Inc.
−Removed: On December 5, 2018, we closed on the previously announced sale of ARI for aggregate cash consideration of $ 831 million.
−Removed: As a result of the sale of ARI, we recorded a pretax gain on sale of discontinued operations attributable to Icahn Enterprises of $ 400 million in the fourth quarter of 2018.
Basis of Presentation and Summary of Significant Accounting Policies
5 unchanged sentences
Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act.
−Removed: Our sales of Federal-Mogul, Tropicana, ARI and Ferrous Resources in recent years did not result in our being considered an investment company.
+Added: Our sales of Federal-Mogul LLC, Tropicana Entertainment Inc., American Railcar Industries, Inc.
+Added: and Ferrous Resources in recent years did not result in our being considered an investment company.
However, additional transactions involving the sale of certain assets could result in our being considered an investment company.
1 unchanged sentence
We expect to take steps to avoid becoming classified as an investment company, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company.
−Removed: Current Economic Conditions
−Removed: In March 2020, the World Health Organization categorized COVID-19 as a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency.
−Removed: The COVID-19 pandemic, and actions taken by governments and others in response thereto, has negatively impacted the global economy, financial markets, and the industries in which our subsidiaries operate.
−Removed: Our consolidated results of operations and financial condition have been impacted primarily by the volatility in the fair value of investments held by our Investment segment and the Holding Company (primarily unrealized) as well as declines in the global demand for refined products, especially gasoline and diesel fuels, with respect to our Energy segment.
−Removed: The impact on our businesses has also included the acceleration of selective planned store closures in our Automotive segment, lowering current year forecasts across various segments and recording write-downs to inventories.
−Removed: The extent and duration of the impact on our future results of operations, liquidity and financial condition is uncertain and may be significant.
Principles of Consolidation
−Removed: Our consolidated financial statements include the accounts of (i) Icahn Enterprises and Icahn Enterprises Holdings and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary.
−Removed: In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following:
+Added: Our consolidated financial statements include the accounts of (i) Icahn Enterprises and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary.
+Added: In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority of the voting interests;
4 unchanged sentences
All other equity investments are accounted for at fair value.
+Added: Consolidated Variable Interest Entities
+Added: We determined that Icahn Enterprises Holdings is a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights.
+Added: Although Icahn Enterprises is not the general partner of Icahn Enterprises Holdings, Icahn Enterprises is deemed to be the primary beneficiary of Icahn Enterprises Holdings principally based on its 99% limited partner interest in Icahn Enterprises Holdings, as well as our related party relationship with the general partner, and therefore continues to consolidate Icahn Enterprises Holdings.
+Added: Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and therefore, the balance sheets of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same.
Discontinued Operations and Held For Sale
9 unchanged sentences
Certain reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material.
−Removed: Consolidated Variable Interest Entities
−Removed: The following is a discussion of variable interest entities in which we are deemed to be the primary beneficiary and in which we therefore consolidate.
−Removed: In addition, as discussed in Note 3, “Related Party Transactions,” we have a variable interest in an entity in which we are not the primary beneficiary and therefore we do not consolidate.
−Removed: Icahn Enterprises Holdings
−Removed: We determined that Icahn Enterprises Holdings is a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights.
−Removed: Although Icahn Enterprises is not the general partner of Icahn Enterprises Holdings, Icahn Enterprises is deemed to be the primary beneficiary of Icahn Enterprises Holdings principally based on its 99% limited partner interest in Icahn Enterprises Holdings, as well as our related party relationship with the general partner, and therefore continues to consolidate Icahn Enterprises Holdings.
−Removed: The consolidated financial statements of Icahn Enterprises Holdings are included in this Report.
−Removed: The balances with respect to Icahn Enterprises Holdings’ consolidated VIEs are discussed below, comprising the Investment Funds, CVR Partners and Viskase’s joint venture.
−Removed: We determined that each of the Investment Funds are considered VIEs because these limited partnerships lack both substantive kick-out and participating rights.
−Removed: Because we have a general partner interest in each of the Investment Funds and have significant limited partner interests in each of the Investment Funds, coupled with our significant exposure to losses and benefits in each of the Investment Funds, we are the primary beneficiary of each of the Investment Funds and therefore continue to consolidate each of the Investment Funds.
−Removed: CVR Partners is considered a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights.
−Removed: In addition, CVR Energy also concluded that, based upon its general partner’s roles and rights in CVR Partners as afforded by CVR Partners’ partnership agreement, coupled with its exposure to losses and benefits in CVR Partners through its significant limited partner interest, intercompany credit facilities and services agreements, it is the primary beneficiary of CVR Partners.
−Removed: Food Packaging
−Removed: Viskase holds a variable interest in a joint venture for which Viskase is the primary beneficiary.
−Removed: Viskase’s interest in the joint venture includes a 50 % equity interest and also relates to the sales, operations, administrative and financial support to the joint venture through providing many of the assets used in its business.
−Removed: The following table includes balances of assets and liabilities of VIE’s included in Icahn Enterprises Holdings’ consolidated balance sheets.
−Removed: (in millions)
−Removed: Cash and cash equivalents
−Removed: Cash held at consolidated affiliated partnerships and restricted cash
−Removed: Due from brokers
−Removed: Accounts receivable, net
−Removed: Inventories, net
−Removed: Property, plant and equipment, net
−Removed: Unrealized gain on derivative contracts
−Removed: Intangible assets, net
−Removed: Accounts payable
−Removed: Accrued expenses and other liabilities
−Removed: Deferred tax liabilities
−Removed: Unrealized loss on derivative contracts
−Removed: Securities sold, not yet purchased, at fair value
−Removed: Due to brokers
Fair Value of Financial Instruments
−Removed: The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature.
+Added: The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: are deemed to be reasonable estimates of their fair values because of their short-term nature.
See Note 4, “Investments,” and Note 5, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities.
8 unchanged sentences
The discount rates used were commensurate with the inherent risks associated with each type of asset and the level and timing of cash flows appropriately reflect market participant assumptions.
−Removed: The primary items that generate goodwill include the value of the synergies between the acquired company and our existing
−Removed: businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.
+Added: The primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.
Acquisition, Investments and Disposition of Entities under Common Control
5 unchanged sentences
Cash and cash equivalents and restricted cash and restricted cash equivalents in our consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash and Cash Equivalents
33 unchanged sentences
The Investment Funds may sell an investment they do not own in anticipation of a decline in the fair value of that investment.
−Removed: When the Investment Funds sell an investment short, they must borrow the investment sold short and deliver it to the broker-dealer through which they made the short sale.
+Added: When the Investment Funds sell an investment short, they must borrow the
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: investment sold short and deliver it to the broker-dealer through which they made the short sale.
A gain, limited to the price at which the Investment Funds sold the investment short, or a loss, unlimited in amount, will be recognized upon the cover of the short sale.
6 unchanged sentences
Other Segments and Holding Company
−Removed: Investments in equity and debt securities are carried at fair value with the unrealized gains or losses reflected in the consolidated statements of operations.
+Added: Investments in equity securities are carried at fair value with the unrealized gains or losses reflected in the consolidated statements of operations.
For purposes of determining gains and losses, the cost of securities is based on specific identification.
−Removed: Dividend income is recorded when declared and interest income is recognized when earned.
+Added: Dividend income is recorded on the ex-dividend date and interest income is recognized when earned.
Fair Value Option for Financial Assets and Financial Liabilities
12 unchanged sentences
For further information regarding our derivative contracts, see Note 6, “Financial Instruments.”
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable, Net
1 unchanged sentence
An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of our customers, and an evaluation of the impact of economic conditions.
−Removed: Our allowance for doubtful accounts is an estimate based on specifically identified accounts as well as general reserves based on historical experience.
−Removed: Inventories, Net
Our Energy segment inventories consist primarily of domestic and foreign crude oil, blending stock and components, work in progress, fertilizer products, and refined fuels and by-products.
9 unchanged sentences
The cost of manufactured goods includes the cost of direct materials, labor and manufacturing overhead.
−Removed: Our Automotive, Food Packaging, Home Fashion and Pharma segments reserve for estimated excess, slow-moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable value.
−Removed: Our Metals segment inventories are stated at the lower of cost or net realizable value.
+Added: Our Automotive, Food Packaging, Home Fashion and Pharma segments write-down inventory for estimated excess, slow-moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable value.
+Added: As disclosed above, we sold PSC Metals in December 2021.
+Added: For December 31, 2020, our Metals segment inventories are stated at the lower of cost or net realizable value.
Cost is determined using the average cost method.
The production and accounting process utilized by our Metals segment to record recycled metals inventory quantities relies on significant estimates.
−Removed: Our Metals segment relies upon perpetual inventory records that utilize estimated recoveries and yields that are based upon historical trends and periodic tests for certain unprocessed
−Removed: metal commodities.
+Added: Our Metals segment relies upon perpetual inventory records that utilize estimated recoveries and yields that are based upon historical trends and periodic tests for certain unprocessed metal commodities.
Over time, these estimates are reasonably good indicators of what is ultimately produced;
5 unchanged sentences
Long-lived assets such as property, plant, and equipment, and definite-lived intangible assets are recorded at cost or fair value established at acquisition, less accumulated depreciation or amortization, unless the expected future use of the assets indicate a lower value is appropriate.
−Removed: Long-lived assets are evaluated for impairment when impairment indicators exist.
+Added: Long-lived assets are evaluated for impairment when impairment indicators
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
An evaluation of impairment consists of reviewing the carrying value of a long-lived asset for recoverability.
29 unchanged sentences
Post-retirement benefit liabilities were $ 55 million and $ 81 million as of December 31, 2021 and 2020, respectively, and are included in accrued expenses and other liabilities in our consolidated balance sheets.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Appropriate actuarial methods and assumptions are used in accounting for defined benefit pension plans and other post-retirement benefit plans.
9 unchanged sentences
Except for our limited partner interest, such allocations made to the limited partners of the Investment Funds are represented as non-controlling interests in our consolidated statements of operations.
−Removed: General Partnership Interest of Icahn Enterprises and Icahn Enterprises Holdings
+Added: General Partnership Interest of Icahn Enterprises
The general partner’s capital account generally consists of its cumulative share of our net income less cash distributions plus capital contributions.
4 unchanged sentences
GAAP in our consolidated financial statements.
−Removed: Under our Partnership Agreement, the general partner is required to make additional capital contributions to us upon the issuance of any additional depositary units in order to maintain a capital account balance equal to 1.99 % ( 1 % in the case of Icahn Enterprises Holdings) of the total capital accounts of all partners.
+Added: Under our Partnership Agreement, the general partner is required to make additional capital contributions to us upon the issuance of any additional depositary units in order to maintain a capital account balance equal to 1.99 % of the total capital accounts of all partners.
Generally, net earnings for U.S.
−Removed: federal income tax purposes are allocated 1.99 % ( 1 % in the case of Icahn Enterprises Holdings) and 98.01 % ( 99 % in the case of Icahn Enterprises Holdings) between the general partner and the limited partners, respectively, in the same proportion as aggregate cash distributions made to the general partner and the limited partners during the period.
+Added: federal income tax purposes are allocated 1.99 % and 98.01 % between the general partner and the limited partners, respectively, in the same proportion as aggregate cash distributions made to the general partner and the limited partners during the period.
This is generally consistent with the manner of allocating net income under our Partnership Agreement;
5 unchanged sentences
Net income or loss allocated to limited partners is divided by the weighted-average number of LP units outstanding.
−Removed: Diluted income (loss) per LP unit, when applicable, is based on basic income (loss) adjusted for the potential effect of dilutive securities as well as the related weighted-average number of units and equivalent units outstanding.
+Added: Diluted income (loss) per LP unit, when applicable, is based on basic income
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (loss) adjusted for the potential effect of dilutive securities as well as the related weighted-average number of units and equivalent units outstanding.
For accounting purposes, when applicable, earnings prior to dates of acquisitions of entities under common control are excluded from the computation of basic and diluted income per LP unit as such earnings are allocated to our general partner.
20 unchanged sentences
All other leases are recorded as operating leases.
−Removed: Effective January 1, 2019, for all
−Removed: leases with an initial lease term in excess of twelve months, we record a right-of-use asset with a corresponding liability in the consolidated balance sheet.
+Added: Effective January 1, 2019, for all leases with an initial lease term in excess of twelve months, we record a right-of-use asset with a corresponding liability in the consolidated balance sheet.
Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
3 unchanged sentences
We use the implicit rate when readily determinable.
−Removed: The lease terms used in the determination of our right-of-use assets and lease liabilities reflect any options to extend or terminate the lease when it is reasonably certain that we will exercise such option.
+Added: The lease terms used in the
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: determination of our right-of-use assets and lease liabilities reflect any options to extend or terminate the lease when it is reasonably certain that we will exercise such option.
We and our subsidiaries, independently of each other, apply a portfolio approach to account for the right-of-use assets and lease liabilities when we or our subsidiaries do not believe that applying the portfolio approach would be materially different from accounting for right-of-use assets and lease liabilities individually.
24 unchanged sentences
Depending on the product sold, and the type of contract, payments from customers are generally due in full within 30 days of product delivery or invoice date.
−Removed: Many of the petroleum business’ contracts have index-based pricing which is considered variable consideration that should be estimated in determining the transaction price.
+Added: Many of the petroleum business’ contracts have index-based pricing which is considered variable consideration that should be estimated in determining the transaction
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our Energy segment determined that it does not need to estimate the variable consideration because the uncertainty related to the consideration is resolved on the pricing date or the date when the product is delivered.
26 unchanged sentences
Our Automotive segment has deferred revenue with respect to extended warranty plans of $ 42 million and $ 41 million as of December 31, 2021 and 2020, respectively, which are included in accrued expenses and other liabilities in our consolidated balance sheets.
−Removed: For the year ended December 31, 2020, 2019 and 2018, our
−Removed: Automotive segment recorded revenue of $ 25 million, $ 21 million and $ 18 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year.
+Added: For the year ended December 31, 2021, 2020 and 2019, our Automotive segment recorded revenue of $ 24 million, $ 25 million and $ 21 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Food Packaging
4 unchanged sentences
Viskase records all labor, raw materials, in-bound freight, plant receiving and purchasing, warehousing, handling and distribution costs as a component of costs of goods sold.
−Removed: Our Metals segment’s primary source of revenue is from the sale of processed ferrous scrap metal, non-ferrous scrap metals, steel pipe and steel plate.
−Removed: PSC Metals also generates revenues from sales of secondary plate and pipe, the brokering of scrap metals and from services performed.
−Removed: All sales are recognized when title passes to the customer.
−Removed: Revenues from services are recognized as the service is performed.
−Removed: Sales adjustments related to price and weight differences are reflected as a reduction of revenues when settled.
Our Home Fashion segment records revenue upon delivery and when title is transferred and the customer has assumed the risk of loss.
2 unchanged sentences
Our Pharma segment records product and supply revenue at the time of shipment at which time it has satisfied its performance obligations.
−Removed: Product revenue represents the significant majority of our Pharma segment’s revenue and is recognized net of estimated returns as well as net of considerations paid to customers, wholesalers and certified pharmacies for services rendered in accordance with their respective services network agreements and includes a fixed rate per prescription shipped and monthly program management and data fees.
+Added: Product revenue represents the significant majority of our Pharma segment’s revenue and is recognized net of estimated returns as well as net of consideration paid to customers, wholesalers and certified pharmacies for services rendered in accordance with their respective services network agreements and includes a fixed rate per prescription shipped and monthly program management and data fees.
Consideration fees are not deemed sufficiently separable from the customers’ purchase of the products and therefore, such fees are recorded as a reduction of revenue at the time of revenue recognition.
1 unchanged sentence
Our Pharma segment also recognizes license and royalty revenue, which are not significant.
+Added: Our Metals segment’s primary source of revenue was from the sale of processed ferrous scrap metal, non-ferrous scrap metals, steel pipe and steel plate.
+Added: PSC Metals also generated revenues from sales of secondary plate and pipe, the brokering of scrap metals and from services performed.
+Added: All sales were recognized when title passes to the customer.
+Added: Revenues from services were recognized as the service is performed.
+Added: Sales adjustments related to price and weight differences were reflected as a reduction of revenues when settled.
Our Mining segment recognized revenue when title, ownership, and risk of loss pass to the customer, all of which occur upon shipment or delivery of the product and is based on the applicable shipping terms.
3 unchanged sentences
Revenue from real estate sales and related costs are recognized at the time of closing primarily by specific identification.
−Removed: Substantially all of the property comprising our net lease portfolio is leased to others under long-term net leases and we account for these leases in accordance with applicable U.S.
−Removed: We account for our leases as follows:
−Removed: (i) for operating leases, revenue is recognized on a straight line basis over the lease term and
−Removed: (ii) for financing leases (x) minimum lease payments to be received plus the estimated value of the property at the end of the lease are considered the gross investment in the lease and (y) unearned income, representing the difference between gross investment and actual cost of the leased property, is amortized to income over the lease term so as to produce a constant periodic rate of return on the net investment in the lease.
+Added: Substantially all of the property comprising our net lease portfolio is leased to others under long-term net leases classified as operating leases and we account for these leases in accordance with applicable U.S.
+Added: Operating lease revenue is recognized on a straight-line basis over the lease term.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Shipping Costs:
22 unchanged sentences
In addition, at our Holding Company, financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalent deposits.
−Removed: These cash and cash equivalent deposits are maintained with several
−Removed: financial institutions.
+Added: These cash and cash equivalent deposits are maintained with several financial institutions.
The deposits held at the various financial institutions may exceed federally insured limits.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Exposure to this credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings and, therefore, these deposits bear minimal credit risk.
Adoption of New Accounting Standards
−Removed: In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which amends FASB ASC Topic 326, Financial Instruments - Credit Losses.
−Removed: In addition, in May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief , which updates FASB ASU 2016-13.
−Removed: These ASUs require financial assets measured at amortized cost to be presented at the net amount to be collected and broadens the information, including forecasted information incorporating more timely information, that an entity must consider in developing its expected credit loss estimate for assets measured.
−Removed: These ASUs are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.
−Removed: We have adopted this standard on January 1, 2020.
−Removed: Most of our financial assets are excluded from the requirements of this standard as they are measured at fair value or are subject to other accounting standards.
−Removed: In addition, certain of our other financial assets are short-term in nature and therefore were not subject to significant credit losses beyond what was previously recorded under prior accounting standards.
−Removed: As a result, the adoption of this standard did not have a significant impact on our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements , which amends FASB ASC Topic 820, Fair Value Measurements .
−Removed: This ASU eliminates, modifies and adds various disclosure requirements for fair value measurements.
+Added: In December 2019, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes , which amends FASB ASC Topic 740, Income Taxes .
+Added: This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in the standard and modifies other areas of the standard to clarify the application of U.S.
This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.
−Removed: Certain disclosures are required to be applied using a retrospective approach and others using a prospective approach.
We have adopted this standard on January 1, 2021.
−Removed: The various disclosure requirements being eliminated, modified or added are not significant to us.
−Removed: As a result, the adoption of this standard did not have a significant impact on our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which amends FASB ASC Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software .
−Removed: This ASU adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements.
−Removed: The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).
−Removed: This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.
−Removed: The amendments in this ASU should be applied either using a retrospective or prospective approach.
−Removed: We have adopted this standard on January 1, 2020 prospectively.
+Added: Certain amendments in this ASU are applied using a retrospective approach and others using the prospective approach.
The adoption of this standard did not have a significant impact on our consolidated financial statements.
Recently Issued Accounting Standards
−Removed: In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which amends FASB ASC Topic 740, Income Taxes .
−Removed: This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in the standard and modifies other areas of the standard to clarify the application of U.S.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.
−Removed: Certain amendments in this ASU should be applied using a retrospective approach and others using the prospective approach.
−Removed: Early adoption is permitted.
−Removed: We currently do not anticipate this standard to have a significant impact on our consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which amends FASB ASC Topic 848, Reference Rate Reform .
1 unchanged sentence
As a result, LIBOR could be discontinued, as well as other interest rates used globally.
−Removed: This ASU provides companies with optional expedients for contract modifications under U.S GAAP, excluded components of certain hedging relationships, fair value hedges, and cash flow hedges, as well as certain exceptions, which are intended to help ease the potential accounting burden associated with transitioning
−Removed: away from these reference rates.
+Added: This ASU provides companies with optional expedients for contract modifications under U.S GAAP, excluded components of certain hedging relationships, fair value hedges, and cash flow hedges, as well as certain exceptions, which are intended to help ease the potential accounting burden associated with transitioning away from these reference rates.
Companies can apply this ASU immediately and will only be available for a limited time (generally through December 31, 2022).
5 unchanged sentences
During the year ended December 31, 2020, Mr.
−Removed: Icahn and his affiliates (excluding us) contributed $ 1,241 million to the Investment Funds consisting primarily of in-kind investments previously held directly by Mr.
+Added: Icahn and his affiliates (excluding us and Brett Icahn) contributed $ 1,241 million to the Investment Funds consisting primarily of in-kind investments previously held directly by Mr.
Icahn and his affiliates (excluding us).
−Removed: During the years ended December 31, 2019 and 2018, Mr.
−Removed: Icahn and his affiliates (excluding us) invested $ 220 million and $ 310 million, respectively, in the Investment Funds, net of redemptions.
+Added: During the years ended December 31, 2019, Mr.
+Added: Icahn and his affiliates (excluding us and Brett Icahn) invested $ 220 million in the Investment Funds, net of redemptions.
As of December 31, 2021 and 2020, the total fair market value of investments in the Investment Funds made by Mr.
−Removed: Icahn and his affiliates (excluding us) was approximately $ 5.0 billion and $ 4.5 billion, respectively, representing approximately 54 % and 51 % of the Investment Funds’ assets under management as of each respective date.
+Added: Icahn and his affiliates (excluding us and Brett Icahn) was approximately $ 5.0 billion and $ 5.0 billion, respectively, representing approximately 54 % and 54 % of the Investment Funds’ assets under management as of each respective date.
We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent).
1 unchanged sentence
For the years ended December 31, 2021, 2020 and 2019, $ 15 million, $ 2 million and $ 23 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Hertz Global Holdings, Inc.
−Removed: As discussed in Note 4, “Investments,” the Investment Funds had an investment in the common stock of Hertz Global Holdings, Inc.
+Added: and 767 Auto Leasing LLC
+Added: The Investment Funds had an investment in the common stock of Hertz Global Holdings, Inc.
(“Hertz”) measured at fair value that would have otherwise been subject to the equity method of accounting (until sold in the second quarter of 2020).
Icahn Automotive provides services to Hertz in the ordinary course of business.
−Removed: For the years ended December 31, 2020, 2019 and 2018, revenue from Hertz was $ 20 million, $ 54 million and $ 40 million, respectively.
−Removed: During the year ended December 31, 2018, the Investment Funds purchased shares of a certain investment from Hertz in the amount of $ 36 million.
+Added: For the years ended December 31, 2020 and 2019, revenue from Hertz was $ 20 million and $ 54 million, respectively.
In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a Master Motor Vehicle Lease and Management Agreement with Hertz, pursuant to which Hertz granted 767 Leasing the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sells vehicles to third parties.
3 unchanged sentences
Our agreement with Hertz was unanimously approved by the independent directors of Icahn Enterprises’ audit committee.
−Removed: Due to the nature of our involvement with 767 Leasing, which includes Icahn Enterprises and Icahn Enterprises Holdings guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing is a variable interest entity.
−Removed: Furthermore, we determined that we are not the primary beneficiary as we do not have the power to direct the activities of 767 Leasing that most significantly impact its economic performance.
−Removed: Therefore, we do not consolidate the results of 767 Leasing.
−Removed: Our exposure to loss with respect to 767 Leasing is primarily limited to our direct investment in 767 Leasing as well as
−Removed: any payment obligations of 767 Leasing that we guarantee, which are not material as of December 31, 2020 and 2019.
−Removed: As of December 31, 2020 and 2019, 767 Leasing had assets of $ 36 million and $ 121 million, respectively, (primarily vehicles for lease) and total liabilities of $ 0 million and $ 1 million, respectively, which represents a payable to Icahn Automotive in connection with a shared services agreement.
−Removed: For the years ended December 31, 2020, 2019 and 2018, 767 Leasing had revenues of $ 43 million, $ 75 million and $ 7 million, respectively and net (loss) income of $( 12 ) million, $ 10 million and $( 3 ) million, respectively.
−Removed: For the year ended December 31, 2020, 767 Leasing distributed $ 75 million to us.
−Removed: For the years ended December 31, 2019 and 2018, we invested $ 50 million and $ 60 million, respectively, in 767 Leasing.
+Added: During 2021, this agreement was amended to commence the early disposition of vehicles owned by 767 Leasing.
+Added: As of December 31, 2021, substantially all of 767 Leasing’s assets were sold and its operations have ceased.
+Added: Due to the nature of our involvement with 767 Leasing, which included Icahn Enterprises guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing was a variable interest entity.
+Added: Furthermore, we determined that we were not the primary beneficiary as we did not have the power to direct the activities of 767 Leasing that most significantly impacted its economic performance.
+Added: Therefore, we did not consolidate the results of 767 Leasing.
+Added: Our exposure to loss with respect to 767 Leasing was primarily limited to our direct investment in 767 Leasing as well as any payment obligations of 767 Leasing that we guaranteed, which were not material.
+Added: For the years ended December 31, 2021 and 2020, 767 Leasing distributed $ 36 million and $ 75 million, respectively, to us.
+Added: For the year ended December 31, 2019 we invested $ 50 million in 767 Leasing.
During the years ended December 31, 2021, 2020 and 2019, we had equity (losses) earnings from 767 Leasing of $( 2 ) million, $( 7 ) million and $ 11 million, respectively.
−Removed: As of December 31, 2020 and 2019, we had an equity method investment in 767 Leasing of $ 40 million and $ 120 million, respectively, which we report in our Automotive segment.
−Removed: ACF Industries LLC
−Removed: Our Railcar operations, prior to December 5, 2018 (the date we closed on the sale of ARI), had certain transactions with ACF Industries LLC (“ACF”), an affiliate of Mr.
−Removed: Icahn, under various agreements, as well as on a purchase order basis.
−Removed: ACF is a manufacturer and fabricator of specialty railcar parts and miscellaneous steel products.
−Removed: Agreements and transactions with ACF include (i) railcar component purchases from ACF, (ii) railcar parts purchases from and sales to ACF, (iii) railcar purchasing and engineering services agreements with ACF, (iv) lease of certain intellectual property to ACF and (v) railcar repair services and support for ACF.
−Removed: For the year ended December 31, 2018, purchases from ACF were $ 3 million and revenues from ACF were $ 6 million.
−Removed: Insight Portfolio Group LLC
−Removed: Insight Portfolio Group LLC (“Insight Portfolio Group”) is an entity formed and controlled by Mr.
−Removed: Icahn in order to maximize the potential buying power of a group of entities with which Mr.
−Removed: Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates.
−Removed: Icahn Enterprises Holdings has a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses.
−Removed: In addition to the minority equity interest held by Icahn Enterprises Holdings, certain subsidiaries of ours, including CVR Energy, Viskase, PSC Metals, WPH, Federal-Mogul (prior to October 1, 2018), ARI (prior to December 5, 2018) and Tropicana (prior to October 1, 2018) also acquired minority equity interests in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses.
−Removed: A number of other entities with which Mr.
−Removed: Icahn has a relationship also have minority equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group’s operating expenses.
−Removed: Insight Portfolio Group ceased operations effective January 1, 2020.
−Removed: For the years ended December 31, 2019 and 2018, we and certain of our subsidiaries paid certain of the Insight Portfolio Group’s operating expenses of $ 3 million and $ 4 million, respectively.
+Added: As of December 31, 2021, we no longer had an equity method investment in 767 Leasing and as of December 31, 2020, we had an equity method investment of $ 40 million, which is reported in our Automotive segment.
Other Related Party Agreements
1 unchanged sentence
Icahn, and affiliates of Brett Icahn.
−Removed: Under the manager agreement, Brett Icahn will serve as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl.
−Removed: Additionally, Brett Icahn will provide certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds.
−Removed: Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the agreement.
−Removed: Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement, as discussed below.
+Added: Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C.
+Added: Additionally, Brett Icahn provides certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds.
+Added: Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the manager agreement.
+Added: Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement.
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.
−Removed: During 2020, Brett Icahn contributed $ 12 million in accordance with the manager agreement.
+Added: During 2021 and 2020, Brett Icahn contributed $ 76 million and $ 12 million, respectively, in accordance with the manager agreement.
+Added: As of December 31, 2021 and 2020, Brett Icahn had investments in the Investment Funds with a fair market value of $ 93 million and $ 12 million, respectively.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
1 unchanged sentence
Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our consolidated balance sheets.
−Removed: These investments are considered trading securities.
In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following:
1 unchanged sentence
Equity securities:
−Removed: Basic materials
Consumer, non-cyclical
3 unchanged sentences
Equity securities:
−Removed: Basic materials
Consumer, non-cyclical
Consumer, cyclical
−Removed: Communication
−Removed: The portion of unrealized gains (losses) that relates to securities still held by our Investment segment, primarily equity securities, was $ 65 million, $ 706 million and $( 800 ) million for the years ended December 31, 2020, 2019 and 2018, respectively.
+Added: The portion of unrealized gains that relates to securities still held by our Investment segment, primarily equity securities, was $ 1,153 million, $ 65 million and $ 706 million for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As discussed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” when certain investments become subject to the equity method of accounting, our Investment segment elects the fair value option to such investment.
−Removed: Investments become subject to the equity method of accounting when we possess the ability to exercise
−Removed: significant influence, but not control, over the operating and financial policies of the investee.
+Added: Investments become subject to the equity method of accounting when we possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee.
The ability to exercise significant influence is presumed when we possess more than 20% of the voting interests of the investee.
4 unchanged sentences
Icahn, as well as their collective representation on each of the boards of directors, we have determined that we had the ability to exercise significant influence over the operating and financial policies of certain investees of our Investment segment.
−Removed: The following table summarizes our direct ownership in the most significant of such investees.
−Removed: Fair Value of
−Removed: Gains (Losses)
−Removed: Recognized in Income
−Removed: Year Ended December 31,
−Removed: (in millions)
−Removed: Herbalife Nutrition Ltd.
−Removed: Hertz Global Holdings, Inc.
−Removed: Caesars Entertainment Corporation
During the second quarter of 2020, the Investment Funds sold their entire investment in Hertz.
Prior to the sale of its investment in Hertz, the Investment Funds owned approximately 38.9 % of the outstanding common stock of Hertz.
−Removed: During the third quarter of 2020, the Investment Funds sold their entire investment in Caesars Entertainment Corporation (“Caesars”).
−Removed: Prior to the sale of their investment in Caesars, the Investment Funds owned approximately 16.7 % of the outstanding common stock of Caesars.
In addition, in August 2020, the Investment Funds sold a portion of their investment in Herbalife Nutrition Ltd.
1 unchanged sentence
Prior to this transaction, the Investment Funds owned approximately 23.8 % of the outstanding common stock of Herbalife.
−Removed: In January 2021, Herbalife repurchased shares of its common stock from us and as a result, we owned 6.7 % of the outstanding common stock of Herbalife.
−Removed: Due to the nature of our Investment segment’s operations, the sales of Hertz, Caesars and Herbalife are deemed to be in the ordinary course of business.
−Removed: The following tables contain summarized financial information with respect to our investments in Hertz and Herbalife during the respective periods (or partial periods) in which we possessed the ability to exercise significant influence over the operating and financial policies of the investee.
−Removed: December 31, 2019
−Removed: (in millions)
−Removed: Total liabilities
−Removed: Non-controlling interests
−Removed: Equity attributable to investee shareholders
−Removed: The majority of total assets in the table above consists of property, plant and equipment, net for Hertz and cash and cash equivalents, inventories, net and property, plant and equipment, net for Herbalife.
−Removed: The majority of total liabilities in the table above consists of debt for each of Hertz and Herbalife.
+Added: Due to the nature of our Investment segment’s operations, the sales of Hertz and Herbalife are deemed to be in the ordinary course of business.
+Added: The following table contains summarized financial information with respect to our investments in Hertz and Herbalife during the respective periods (or partial periods) in which we possessed the ability to exercise significant influence over the operating and financial policies of the investee.
Year Ended December 31,
5 unchanged sentences
Net (loss) income attributable to investee shareholders
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Segments and Holding Company
7 unchanged sentences
Fair Value Measurements
−Removed: GAAP requires enhanced disclosures about investments and non-recurring non-financial assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments or non-financial assets and liabilities at fair value.
−Removed: Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment.
−Removed: Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
−Removed: Investments and non-financial assets and/or liabilities measured and reported at fair value are classified and disclosed in one of the following categories:
−Removed: Level 1 - Quoted prices are available in active markets for identical investments and non-financial assets and/or liabilities as of the reporting date.
+Added: GAAP requires enhanced disclosures about assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value.
+Added: Market price observability is impacted by a number of factors, including the type of, and the characteristics specific to, the assets and liabilities.
+Added: Assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
+Added: Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:
+Added: Level 1 - Quoted prices are available in active markets for identical assets and liabilities as of the reporting date.
Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies where all significant inputs are observable.
−Removed: The inputs and assumptions of our Level 2 investments are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data.
−Removed: Level 3 - Pricing inputs are unobservable for the investment and non-financial asset and/or liability and include situations where there is little, if any, market activity for the investment or non-financial asset and/or liability.
+Added: The inputs and assumptions of our Level 2 assets and liabilities are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data.
+Added: Level 3 - Pricing inputs are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities.
The inputs into the determination of fair value require significant management judgment or estimation.
1 unchanged sentence
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
−Removed: In such cases, the investments’, non-financial assets’ and/or liabilities’ level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
−Removed: Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment.
+Added: In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
+Added: Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the assets and liabilities.
Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
4 unchanged sentences
Investments (Note 4)
−Removed: Derivative contracts, at fair value (Note 6)
+Added: Derivative assets, net (Note 6)
Securities sold, not yet purchased (Note 4)
−Removed: Derivative contracts, at fair value (Note 6)
+Added: Derivative liabilities, net (Note 6)
Other liabilities
Refer to Note 18, “Pension and Other Post-Retirement Benefit Plans,” for our Food Packaging segment’s defined benefit plan assets measured at fair value on a recurring basis as of December 31, 2021 and 2020.
−Removed: Assets Measured at Fair Value on a Recurring Basis for Which We Use Level 3 Inputs to Determine Fair Value
The changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs to determine fair value are as follows:
10 unchanged sentences
In the fourth quarter of 2020, this debt investment, consisting of convertible debt securities, along with a separate debt investment in Vivus, consisting of a term loan, was transferred out of Level 3 upon Vivus’ emergence from bankruptcy, at which point, we acquired all of the equity interests in Vivus, resulting in Vivus becoming a consolidated subsidiary of ours.
−Removed: As of the beginning of 2019, we had a certain equity investment which was considered a Level 3 investment due to unobservable market data and was measured at fair value on a recurring basis.
−Removed: We determined the fair value of this investment based on recent market transactions.
−Removed: During 2019, we sold this equity investment in its entirety.
During 2020, our Real Estate segment recorded an impairment of certain development property, included in other assets in the consolidated balance sheets, of $ 5 million, and property, plant and equipment, net of $ 2 million.
Refer to Note 9, “Goodwill and Intangible Assets, Net,” for discussion of our goodwill and intangible asset impairments.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Refer to Note 13, “Segment and Geographic Reporting,” for total impairment recorded by each of our segments.
6 unchanged sentences
The Investment Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to the financial services industry.
−Removed: In the ordinary course of
−Removed: business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty.
+Added: In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty.
The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of its counterparties.
11 unchanged sentences
When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date.
−Removed: The Investment Funds record unrealized gains or losses on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date.
+Added: The Investment Funds record unrealized gains or losses on the contracts as measured by the difference
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date.
The Investment Funds may also purchase and write option contracts.
19 unchanged sentences
The short notional amount on our credit default swap positions was approximately $ 6.3 billion as of December 31, 2020.
−Removed: However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is $ 622 million as of December 31, 2019.
+Added: However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is $ 2.1 billion as of December 31, 2020.
Certain derivative contracts executed by each of the Investment Funds with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement.
Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts, are reported on a net-by-counterparty basis.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the fair values of our Investment segment’s derivatives that are not designated as hedging instruments in accordance with U.S.
−Removed: Asset Derivatives
−Removed: Liability Derivatives
+Added: Derivative Assets
+Added: Derivative Liabilities
December 31, 2021
19 unchanged sentences
CVR Refining may enter into forward purchase or sale contracts associated with renewable identification numbers (“RINs”).
−Removed: As of December 31, 2020, CVR Refining had 7 million outstanding commodity swap positions.
+Added: As of December 31, 2021 and 2020, CVR Refining had zero and 7 million, respectively, outstanding commodity swap positions.
As of December 31, 2021 and 2020, CVR Refining had open forward purchase and sale commitments for 2 million barrels and 6 million barrels, respectively.
1 unchanged sentence
Certain derivative contracts executed by our Energy segment with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement.
−Removed: As of December 31, 2020 and 2019, our Energy segment had net liability derivatives of $ 17 million and $ 8 million, respectively.
−Removed: Gains recognized on derivatives for our Energy segment were $ 55 million, $ 19 million and $ 146 million for the years ended December 31, 2020, 2019 and 2018, respectively.
+Added: As of December 31, 2021, our Energy segment had net asset derivatives of $ 1 million and net liability derivatives of $ 2 million and as of December 31, 2020, our Energy segment had net liability derivatives of $ 17 million.
+Added: (Losses) gains recognized on derivatives for
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: our Energy segment were $( 44 ) million, $ 55 million and $ 19 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Gains recognized on derivatives for our Energy segment are included in cost of goods sold on the consolidated statements of operations.
−Removed: Inventories, Net
−Removed: Inventories, net consists of the following:
+Added: Inventories consists of the following:
(in millions)
2 unchanged sentences
Finished goods
−Removed: Inventories in the table above is presented net of reserves of $ 73 million and $ 27 million as of December 31, 2020 and 2019, respectively.
−Removed: During the first quarter of 2020, our Energy segment had inventories, net with a carrying value in excess of net realizable value.
+Added: During the fourth quarter of 2021, our Automotive segment had inventories with a carrying value in excess of net realizable value.
+Added: As a result, our Automotive segment recorded a write-down of its inventories of $ 56 million, which is included in cost of goods sold in the consolidated statements of operations for the year ended December 31, 2021.
+Added: During the first quarter of 2020, our Energy segment had inventories with a carrying value in excess of net realizable value.
As a result, our Energy segment recorded a write-down of its inventories of $ 58 million, which is included in cost of goods sold in the consolidated statements of operations for the year ended December 31, 2020.
−Removed: write-down represents the difference between the carrying value of inventories accounted for using the first-in-first-out method and selling prices for refined products subsequent to March 31, 2020.
+Added: The write-down represents the difference between the carrying value of inventories accounted for using the first-in-first-out method and selling prices for refined products subsequent to March 31, 2020.
Property, Plant and Equipment, Net
10 unchanged sentences
See Note 5, “Fair Value Measurements,” for discussion regarding certain impairments to our property, plant and equipment.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goodwill and Intangible Assets, Net
26 unchanged sentences
Intangible assets, net
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amortization expense associated with definite-lived intangible assets for the years ended December 31, 2021, 2020 and 2019 was $ 62 million, $ 44 million and $ 40 million, respectively.
2 unchanged sentences
(in millions)
−Removed: Acquisitions during the year ended December 31, 2020 were not material individually or in the aggregate.
−Removed: As a result of Vivus’ emergence from bankruptcy in December 2020, our Pharma segment allocated $ 13 million to goodwill and $ 271 million to intangible assets during 2020, of which $ 250 million relates to developed technologies and $ 21 million relates to in process research and development.
−Removed: The fair value of the developed technologies recognized were
−Removed: based on estimates of the future discounted cash flows expected to be generated over the useful lives of the developed technologies.
−Removed: The developed technologies consist of two approved therapies estimated to have useful lives ranging from 5 and 18 years .
−Removed: The allocations to goodwill and intangible assets are not final and are subject to change.
Impairment of Goodwill
6 unchanged sentences
We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year, or more frequently if impairment indicators exist.
+Added: During 2021, our Automotive segment considered qualitative factors to determine that goodwill at its Service reporting unit did not require further testing for impairment.
During the first quarter of 2020, due to the COVID-19 pandemic and its impact on our Automotive segment’s operations, we performed an interim goodwill impairment analysis.
1 unchanged sentence
Based on the interim impairment analysis, we determined that the fair value of our Automotive segment’s Service reporting unit was significantly in excess of its carrying value and therefore, no impairment is required.
+Added: For our Automotive segment’s annual impairment test for 2020, our Automotive segment considered qualitative factors to determine that goodwill at its Service reporting unit did not require further testing for impairment.
During 2019, our Automotive segment considered qualitative factors to determine that goodwill at its Service reporting unit did not require further testing for impairment.
−Removed: In the fourth quarter of 2018, coinciding with our annual goodwill impairment analysis, we reorganized our Automotive segment’s reporting units.
−Removed: Prior to the reorganization, our Automotive segment had two reporting units, Pep-Boys and AutoPlus, with all of its goodwill allocated to the Pep-Boys reporting unit.
−Removed: A goodwill impairment analysis just prior to the reorganization did not have an impact on the Pep-Boys reporting unit goodwill.
−Removed: Upon reorganization of the reporting units, a portion of the Pep-Boys reporting unit was reallocated to the AutoPlus reporting unit, which resulted in our Automotive segment continuing to have two redefined reporting units, Service and Parts.
−Removed: As a result, a portion of the goodwill was reallocated using a relative fair value allocation approach, which resulted in approximately 27 % of the goodwill being reallocated to the Parts reporting unit.
−Removed: Based on our annual goodwill impairment analysis for our Automotive segment, which reflected our reorganized reporting units, we determined that the carrying value of its Parts reporting unit exceeded its fair value and as a result, we recognized a goodwill impairment charge of $ 87 million in the fourth quarter of 2018, which represented the full amount of the goodwill allocated to the Parts reporting unit.
−Removed: This impairment was the result of our reporting unit reorganization, which resulted in a significant amount of carrying value of net assets being reallocated to the Parts reporting unit, primarily for inventory, with a significantly lesser fair value due to the future projected cash flows of the Parts reporting unit, which resulted in the Parts reporting unit having a carrying value in excess of its fair value.
−Removed: Therefore, the goodwill reallocated to the Parts reporting unit was immediately impaired.
−Removed: We also determined that the fair value of our Automotive segment’s Service reporting unit was significantly in excess of its carrying value and therefore, no additional impairment is required.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We perform the annual goodwill impairment test for our Home Fashion segment as of October 1 of each year, or more frequently if impairment indicators exist.
15 unchanged sentences
Lease liabilities (debt)
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additional information with respect to our operating leases as of December 31, 2021 and 2020 is presented below.
14 unchanged sentences
For the year ended December 31, 2020, lease cost was comprised of operating lease cost of $ 200 million, amortization of financing lease right-of use assets of $ 11 million and interest expense on financing lease liabilities of $ 7 million.
−Removed: Our Automotive segment accounted for $ 166 million and $ 173 million of total lease cost for the years ended December 31, 2020 and 2019, respectively.
−Removed: Rent expense under operating leases for the years ended December 31, 2018, prior to the adoption of ASC 842, was $ 168 million.
+Added: For the year ended December 31, 2019, lease cost was comprised of operating lease cost of $ 202 million, amortization of financing lease right-of use assets of $ 14 million and interest expense on financing lease liabilities of $ 7
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Our Automotive segment accounted for $ 163 million, $ 166 million and $ 173 million of total lease cost for the years ended December 31, 2021, 2020 and 2019, respectively.
Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases.
1 unchanged sentence
Our Real Estate segment’s revenue from operating leases were $ 8 million, $ 32 million and $ 33 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in other revenue from operations in the consolidated statements of operations.
−Removed: Our Real Estate segment’s anticipated future receipts of minimum operating lease payments receivable are $ 5 million for 2021, $ 1 million in 2022 and less than $ 1 million in 2023 and thereafter.
+Added: Our Real Estate segment’s anticipated future receipts of minimum operating lease payments receivable are $ 3 million for 2022, $ 6 million in 2023, $ 8 million for each of 2024 and 2025, $ 7 million for 2026 and an aggregate of $ 78 million for 2027 and thereafter.
Debt consists of the following:
14 unchanged sentences
Interest on each of the senior unsecured notes are payable semi-annually.
−Removed: In January 2020, the Issuers issued $ 600 million in aggregate principal amount of 4.750 % senior unsecured notes due 2024 and $ 250 million in aggregate principal amount of 5.250 % senior unsecured notes due 2027.
−Removed: The proceeds from these notes, together with cash on hand, were used to repay in full our prior outstanding $ 1.35 billion principal amount of 5.875 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.
+Added: In January 2021, the Issuers issued $ 750 million in aggregate principal amount of 4.375 % senior unsecured notes due 2029.
+Added: The proceeds from these notes were used to redeem $ 750 million principal amount of 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: In April 2021, the Issuers issued $ 455 million in aggregate principal amount of 4.750 % senior unsecured notes due 2024 and $ 250 million in aggregate principal amount of 5.250 % senior unsecured notes due 2027.
+Added: The proceeds from these issuances, together with cash on hand, were used to redeem in full our prior outstanding $ 1.35 billion principal amount of the 5.875 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.
+Added: In January 2020, the Issuers issued $ 600 million in aggregate principal amount of additional 5.250 % senior unsecured notes due 2027.
+Added: The proceeds from this issuance were used to redeem the remaining $ 455 million principal amount of the 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.
In May and June 2019, the Issuers issued $ 1.250 billion in aggregate principal amount of 6.250 % senior unsecured notes due 2026.
4 unchanged sentences
The proceeds from these notes were used for general limited partnership purposes.
−Removed: In January 2017, the Issuers issued $ 500 million in aggregate principal amount of 6.750 % senior unsecured notes due 2024 and $ 695 million in aggregate principal amount of 6.250 % senior unsecured notes due 2022.
−Removed: The proceeds from these notes were used to redeem all of the prior outstanding senior unsecured notes due 2017 and to pay accrued interest, related fees and expenses.
−Removed: In December 2017, the Issuers issued $ 750 million in aggregate principal amount of 6.375 % senior unsecured notes due 2025 and an additional $ 510 million in aggregate principal amount of its existing 6.250 % senior unsecured notes due 2022.
−Removed: The proceeds from these notes, together with cash on hand, were used to redeem all of the prior outstanding senior unsecured notes due 2019 and to pay accrued interest, related fees and expenses.
−Removed: Icahn Enterprises recorded a loss on extinguishment of debt of $ 4 million in 2020 and a gain on extinguishment of debt of $ 2 million in 2019 in connection with the debt transactions discussed above.
+Added: Icahn Enterprises recorded a gain on extinguishment of debt of $ 3 million in 2021, a loss on extinguishment of debt of $ 4 million in 2020 and a gain on extinguishment of debt of $ 2 million in 2019 in connection with the debt transactions discussed above.
Each of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness.
1 unchanged sentence
All of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.
−Removed: The indentures governing each of our senior unsecured notes restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes.
−Removed: The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions.
−Removed: In addition, the indentures require that on each quarterly determination date, we and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein.
−Removed: The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.
−Removed: Additionally, each of the senior unsecured notes outstanding as of December 31, 2020, except for the 4.750 % senior unsecured notes due 2024 and the 5.250 % senior unsecured notes due 2027, are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures.
+Added: The indentures governing each of our senior unsecured notes:
+Added: restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes;
+Added: restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indenture, with certain exceptions;
+Added: require that on each quarterly determination date, Icahn Enterprises and the guarantor of each of the senior unsecured notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein;
+Added: and restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.
+Added: Additionally, each of the senior unsecured notes outstanding as of December 31, 2021, except for the 4.750 % senior unsecured notes due 2024, the 5.250 % senior unsecured notes due 2027 and the 4.375 % senior unsecured notes due 2029, are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures.
As of December 31, 2021 and 2020, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.
2 unchanged sentences
Subsequent Event
−Removed: In January 2021, the Issuers issued $ 750 million in aggregate principal amount of 4.375 % senior unsecured notes due 2029.
−Removed: The proceeds from this issuance, together with cash on hand, were used to redeem $ 750 million principal amount of our 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.
+Added: In February 2022, we repaid all of our outstanding $ 500 million aggregate principal amount of 6.750 % senior unsecured notes due 2024 at par.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reporting Segments
−Removed: CVR Energy’s debt primarily consists of $ 600 million in aggregate principal amount of 5.25 % senior unsecured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior unsecured notes due 2028 (each issued by CVR Energy) and $ 645 million in aggregate principal amount of 9.25 % senior secured notes due 2023 (issued by CVR Partners).
+Added: Our Energy segment’s debt primarily consists of (i) $ 600 million in aggregate principal amount of 5.25 % senior secured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior secured notes due 2028 (each issued by CVR Energy) and (ii) $ 65 million in aggregate principal amount of 9.25 % senior secured notes due 2023 and $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 (issued by CVR Partners).
Interest for each of these notes are accrued and paid based on contractual terms.
−Removed: The $ 600 million in aggregate principal amount of 5.25 % senior unsecured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior unsecured notes due 2028 were issued by CVR Energy in January 2020.
−Removed: A portion of the net proceeds from the issuance of these notes were used to fund the redemption of CVR Energy’s existing $ 500 million senior unsecured notes due 2022 (issued by CVR Refining).
−Removed: The remaining net proceeds will be used for CVR Energy’s general corporate purposes.
+Added: The $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 were issued by CVR Partners in June 2021.
+Added: Proceeds from these notes were used to fund a partial redemption of its existing 9.25 % senior secured notes due 2023.
+Added: During 2021, an additional $ 30 million of CVR Partners’ existing 9.25 % senior secured notes due 2023 were redeemed and in February 2022, the remaining $ 65 million was redeemed.
+Added: The $ 600 million in aggregate principal amount of 5.25 % senior secured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior secured notes due 2028 were issued by CVR Energy in January 2020.
+Added: A portion of the net proceeds from the issuance of these notes were used to fund the redemption of CVR Energy’s existing $ 500 million senior secured notes due 2022 (issued by CVR Refining).
+Added: The remaining net proceeds were used for CVR Energy’s general corporate purposes.
In connection with these transactions, our Energy segment recorded a loss on extinguishment of debt of $ 8 million.
−Removed: The senior secured notes issued by CVR Refining are jointly and severally guaranteed on a senior secured basis by the wholly owned subsidiaries of CVR Energy with the exception of CVR Partners and its subsidiaries and certain immaterial wholly owned subsidiaries of CVR Energy.
−Removed: The senior secured notes issued by CVR Partners are guaranteed on a senior secured basis by all of CVR Partners’ existing subsidiaries.
−Removed: The indentures governing these notes contain certain covenants that restrict the ability of the issuers and their restricted subsidiaries from incurring additional debt or issue certain disqualified equity, create liens on certain assets to secure debt, pay dividends/distributions or make other equity distributions, purchase or redeem capital stock/common units, make certain investments, sell assets, agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the issuers, consolidate, merge, sell, or otherwise dispose of all or
−Removed: substantially all of their assets, engage in transactions with affiliates and designate restricted subsidiaries as unrestricted subsidiaries.
+Added: These senior secured notes issued by CVR Partners are guaranteed on a senior secured basis by all of CVR Partners’ existing domestic subsidiaries, excluding CVR Nitrogen Finance Corporation.
+Added: The indenture governing these notes contain certain covenants that restrict the ability of the issuers and their restricted subsidiaries from incurring additional debt or issuing certain disqualified equity, create liens on certain assets to secure debt, pay dividends/distributions or make other equity distributions, purchase or redeem capital stock/common units, make certain investments, transfer and sell assets, agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the issuers, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets, engage in transactions with affiliates and designate restricted subsidiaries as unrestricted subsidiaries.
As of December 31, 2021 and 2020, total availability under CVR Refining and CVR Partners variable rate asset based revolving credit facilities aggregated $ 396 million and $ 385 million, respectively.
CVR Refining also had $ 39 million and $ 35 million of letters of credit outstanding as of December 31, 2021 and 2020.
−Removed: Icahn Automotive’s debt primarily consists of an asset-based revolving credit facility with variable interest rates.
−Removed: Icahn Automotive debt outstanding under this credit facility was $ 350 million and $ 382 million as of December 31, 2020 and 2019, respectively, and matures in the third quarter of 2021.
−Removed: Interest for the credit facility is accrued and paid based on contractual terms.
−Removed: The interest rate on the credit facility was 2.01 % and 4.15 % as of December 31, 2020 and 2019, respectively.
−Removed: Substantially all of Icahn Automotive’s assets are pledged as collateral under the above credit facility.
−Removed: As of December 31, 2020 and 2019, there was availability under revolving credit facilities of $ 96 million and $ 107 million, respectively.
−Removed: Icahn Automotive also had $ 45 million and $ 41 million of letters of credit outstanding as of December 31, 2020 and 2019, respectively.
+Added: As of December 31, 2020, Icahn Automotive’s debt primarily consisted of an asset-based revolving credit facility with variable interest rates.
+Added: Icahn Automotive’s debt outstanding under this credit facility was $ 350 million as of December 31, 2020 with a maturity date in the third quarter of 2021.
+Added: Interest for the credit facility was accrued and paid based on contractual terms.
+Added: The interest rate on the credit facility was 2.01 % as of December 31, 2020.
+Added: Substantially all of Icahn Automotive’s assets were pledged as collateral under the above credit facility.
+Added: Icahn Automotive also had $ 45 million of letters of credit outstanding as of December 31, 2020.
+Added: In August 2021, all of our Automotive segment’s outstanding credit facility was repaid in full in the amount of $ 350 million, and the credit facility was closed.
Food Packaging
3 unchanged sentences
The interest rate on Viskase’s term loans were 2.47 % and 3.72 % as of December 31, 2021 and 2020, respectively.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument.
3 unchanged sentences
Consolidated Maturities
−Removed: The following is a summary of the maturities of our debt:
+Added: The following is a summary of the maturities of our debt as of December 31, 2021:
(in millions)
2 unchanged sentences
Financing leases (Note 10)
−Removed: Net Income Per LP Unit
−Removed: The components of the computation of basic and diluted income (loss) per LP unit from continuing and discontinued operations of Icahn Enterprises are as follows:
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Net Income (Loss) Per LP Unit
+Added: The components of the computation of basic and diluted income (loss) per LP unit from continuing and discontinued operations are as follows:
Year Ended December 31,
1 unchanged sentence
Net loss attributable to Icahn Enterprises from continuing operations
+Added: net income attributable to Icahn Enterprises from continuing operations allocated 100% to general partner
+Added: Net loss attributable to Icahn Enterprises from continuing operations allocable to limited partners
Net loss attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation)
−Removed: Net (loss) income attributable to Icahn Enterprises from discontinued operations
−Removed: net loss attributable to Icahn Enterprises from discontinued operations allocated 100% to general partner
−Removed: Net (loss) income attributable to Icahn Enterprises from discontinued operations allocable to limited partners
−Removed: Net loss (income) attributable to Icahn Enterprises from discontinued operations allocated to limited partners (98.01% allocation)
−Removed: Basic and diluted (loss) income per LP unit:
+Added: Net loss attributable to Icahn Enterprises from discontinued operations allocable to limited partners
+Added: Net loss attributable to Icahn Enterprises from discontinued operations allocated to limited partners (98.01% allocation)
+Added: Basic and diluted loss per LP unit:
Continuing operations
Discontinued operations
−Removed: Basic and diluted (loss) income per LP unit
+Added: Basic and diluted loss per LP unit
Basic and diluted weighted average LP units outstanding
GP Allocation
−Removed: As disclosed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies - Acquisition, Investments and Disposition of Entities under Common Control,” upon the sale of common control entities, such as Federal-Mogul and ARI, a portion of the gain or loss on the sale is first allocated to the general partner in order to restore the general partners’ capital account for cumulative charges or credits relating to periods prior to our obtaining a controlling interest in such entities from Mr.
+Added: As disclosed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies - Acquisition, Investments and Disposition of Entities under Common Control,” upon the sale of common control entities, such as PSC Metals, a portion of the gain or loss on the sale is first allocated to the general partner in order to restore the general partners’ capital account for cumulative charges or credits relating to periods prior to our obtaining a controlling interest in such entities from Mr.
Icahn and his affiliates.
After such general partner allocation, the remaining gain is allocated among our general partner and limited partners, in accordance with their respective ownership percentages.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LP Unit Transactions
−Removed: The following table summarizes the changes in Icahn Enterprises outstanding depositary units during each of the years ended December 31, 2020, 2019 and 2018.
+Added: The following table summarizes the changes in our outstanding depositary units during each of the years ended December 31, 2021, 2020 and 2019.
December 31, 2018
1 unchanged sentence
2017 Incentive Plan
+Added: At-the-market offerings
December 31, 2019
Unit distributions
−Removed: 2017 Incentive Plan
−Removed: 2019 at-the-market offering
+Added: At-the-market offerings
+Added: Sale to Brett Icahn
December 31, 2020
Unit distributions
−Removed: 2019 at-the-market offering
−Removed: Sale to Brett Icahn
+Added: 2017 Incentive Plan
+Added: At-the-market offerings
December 31, 2021
2 unchanged sentences
Depositary unitholders were given the option to make an election to receive the distributions in either cash or additional depositary units.
−Removed: If a holder did not make an election, it was automatically deemed to have elected to receive the distributions in cash.
−Removed: In connection with these distributions, during 2020, aggregate cash distributions to all depositary unitholders was $ 516 million, of which $ 422 million relates to the distribution declared in the first quarter of 2020.
−Removed: Icahn and his affiliates have historically elected to receive their distributions in additional units;
−Removed: however, in the first quarter of 2020, they received their distribution in cash.
−Removed: For the distributions declared in the second, third and fourth quarters of 2020, Mr.
−Removed: Icahn and his affiliates elected to receive their distributions in additional units and cash distributions paid to other depositary unitholders was $ 30 million, $ 31 million and $ 33 million, respectively.
−Removed: 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.
−Removed: 2019 At-The-Market Offering
−Removed: On May 2, 2019, Icahn Enterprises announced the commencement of its “at-the-market” offering pursuant to its Open Market Sale Agreement, pursuant to which Icahn Enterprises may sell its depositary units, from time to time, for up to $ 400 million in aggregate sale proceeds.
−Removed: During the years ended December 31, 2020 and 2019, we received gross proceeds of $ 101 million and $ 55 million, respectively, in connection with this offering.
−Removed: As of December 31, 2020, Icahn Enterprises may sell its depositary units for up to an additional $ 244 million in aggregate sale proceeds pursuant to this agreement.
−Removed: No assurance can be made that any or all amounts will be sold during the term of the program.
+Added: If a holder did not make a timely election, it was automatically deemed to have elected to receive the distributions in additional depositary units.
+Added: At-The-Market-Offerings
+Added: In May 2019, Icahn Enterprises entered into a new Open Market Sale Agreement, pursuant to which Icahn Enterprises was able to sell its depositary units, from time to time, for up to $ 400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering.
+Added: This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms.
+Added: During the year ended December 31, 2021, Icahn Enterprises sold depositary units pursuant to this agreement, resulting in gross proceeds of $ 833 million.
+Added: As of December 31, 2021, we continue to have an active Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $ 328 million in aggregate gross sale proceeds pursuant to this agreement entered into on December 3, 2021.
2017 Incentive Plan
−Removed: During the years ended December 31, 2020, 2019 and 2018, Icahn Enterprises distributed depositary units, net of payroll withholdings, with respect to certain restricted depositary units and deferred unit awards that vested during the respective periods in connection with the Icahn Enterprises L.P.
+Added: During the years ended December 31, 2021, 2020 and 2019, we distributed depositary units, net of payroll withholdings, with respect to certain restricted depositary units and deferred unit awards that vested during the respective periods in connection with the Icahn Enterprises L.P.
2017 Long Term Incentive Plan (the “2017 Incentive Plan”).
The aggregate impact of the 2017 Incentive Plan is not material with respect to our consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segment and Geographic Reporting
4 unchanged sentences
Therefore, although many of our businesses are operated under separate local management, certain of our businesses are grouped together when they operate within a similar industry, comprising similarities in products, customers, production processes and regulatory environments, and when such businesses, when considered together, may be managed in accordance with one or more investment strategies specific to those businesses.
−Removed: Among other measures, we assess and measure segment operating results based on net income from continuing operations attributable to Icahn Enterprises and Icahn Enterprises Holdings.
+Added: Among other measures, we assess and measure segment operating results based on net income from continuing operations attributable to Icahn Enterprises.
Certain terms of financings for certain of our businesses impose restrictions on the business’ ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions.
+Added: Our condensed statements of operations and balance sheets by reporting segment are presented below.
Condensed Statements of Operations
−Removed: Icahn Enterprises’ condensed statements of operations by reporting segment are presented below.
−Removed: Icahn Enterprises Holdings’ condensed statements of operations are substantially the same, with immaterial differences relating to our Holding Company’s interest expense.
Year Ended December 31, 2021
3 unchanged sentences
Other revenues from operations
−Removed: Net (loss) gain from investment activities
+Added: Net gain (loss) from investment activities
Interest and dividend income
8 unchanged sentences
Income tax benefit (expense)
−Removed: Net (loss) income from continuing operations
+Added: Net (loss) income
net (loss) income from continuing operations attributable to non-controlling interests
3 unchanged sentences
Depreciation and amortization
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2020
3 unchanged sentences
Other revenues from operations
−Removed: Net loss from investment activities
+Added: Net (loss) gain from investment activities
Interest and dividend income
−Removed: Gain (loss) on disposition of assets, net
+Added: (Loss) gain on disposition of assets, net
Other (loss) income, net
4 unchanged sentences
Interest expense
−Removed: (Loss) income from continuing operations before income tax (expense) benefit
−Removed: Income tax (expense) benefit
+Added: (Loss) income from continuing operations before income tax benefit (expense)
+Added: Income tax benefit (expense)
Net (loss) income from continuing operations
4 unchanged sentences
Depreciation and amortization
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2019
3 unchanged sentences
Other revenues from operations
−Removed: Net income (loss) from investment activities
+Added: Net loss from investment activities
Interest and dividend income
−Removed: (Loss) gain on disposition of assets, net
+Added: Gain (loss) on disposition of assets, net
Other (loss) income, net
4 unchanged sentences
Interest expense
−Removed: Income (loss) from continuing operations before income tax (expense) benefit
+Added: (Loss) income from continuing operations before income tax (expense) benefit
Income tax (expense) benefit
−Removed: Net income (loss) from continuing operations
−Removed: net income (loss) from continuing operations attributable to non-controlling interests
−Removed: Net income (loss) from continuing operations attributable to Icahn Enterprises
+Added: Net (loss) income from continuing operations
+Added: net (loss) income from continuing operations attributable to non-controlling interests
+Added: Net (loss) income from continuing operations attributable to Icahn Enterprises
Supplemental information:
2 unchanged sentences
Disaggregation of Revenue
−Removed: In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for certain reportable segments below.
−Removed: Disaggregated revenue for our Energy segment net sales is presented below:
+Added: In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for our Energy and Automotive segments below.
Year Ended December 31,
2 unchanged sentences
Nitrogen fertilizer products
−Removed: Disaggregated revenue for our Automotive segment net sales and other revenues from operations is presented below:
Year Ended December 31,
2 unchanged sentences
Aftermarket parts sales
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Balance Sheets
−Removed: Icahn Enterprises’ condensed balance sheets by reporting segment are presented below.
−Removed: Icahn Enterprises Holdings’ condensed balance sheets are substantially the same, with immaterial differences relating to our Holding Company’s other assets, debt and equity attributable to Icahn Enterprises Holdings.
December 31, 2021
3 unchanged sentences
Accounts receivable, net
−Removed: Inventories, net
Property, plant and equipment, net
12 unchanged sentences
Accounts receivable, net
−Removed: Inventories, net
Property, plant and equipment, net
7 unchanged sentences
Total liabilities and equity
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Geographic Information
9 unchanged sentences
Geographic locations for net sales and other revenues from operations are based on locations of the customers and geographic locations for property, plant, and equipment are based on the locations of the assets.
−Removed: Discontinued Operations
−Removed: Income from discontinued operations is summarized as follows:
−Removed: Year Ended December 31, 2018
−Removed: Other revenues from operations
−Removed: Interest and dividend income
−Removed: Gain on disposition of assets, net
−Removed: Other income, net
−Removed: Cost of goods sold
−Removed: Other expenses from operations
−Removed: Selling, general and administrative
−Removed: Restructuring, net
−Removed: Interest expense
−Removed: Income from discontinued operations before gain on sale and income tax expense
−Removed: Gain on sale of discontinued operations
−Removed: Income from discontinued operations before income tax expense
−Removed: Income tax expense
−Removed: Income from discontinued operations
−Removed: income from discontinued operations attributable to non-controlling interests
−Removed: Income from discontinued operations attributable to Icahn Enterprises
−Removed: Supplemental information:
−Removed: Capital expenditures
−Removed: Depreciation and amortization
The difference between the book basis and the tax basis of our net assets, not directly subject to income taxes, is as follows:
Icahn Enterprises
−Removed: Icahn Enterprises Holdings
(in millions)
−Removed: (in millions)
Book basis of net assets
5 unchanged sentences
International
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income tax benefit (expense) attributable to continuing operations is as follows:
8 unchanged sentences
(in millions)
−Removed: Income tax benefit (expense) at U.S.
+Added: Income tax benefit at U.S.
statutory rate
2 unchanged sentences
Non-controlling interest
−Removed: Goodwill impairment
−Removed: Stock dispositions
+Added: Tax rate changes
+Added: Dividends received
Income not subject to taxation
Income tax benefit (expense)
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The tax effect of significant differences representing deferred tax assets (liabilities) (the difference between financial statement carrying value and the tax basis of assets and liabilities) is as follows:
18 unchanged sentences
The current and future provisions for income taxes may be significantly impacted by changes to valuation allowances.
−Removed: allowances will be maintained until it is more likely than not that the deferred tax assets will be realized.
−Removed: For the year ended December 31, 2020, the valuation allowance on deferred tax assets increased by $ 407 million.
−Removed: The increase was primarily attributable to capital loss and state net operating loss carryforwards and the acquisition of Vivus, which has a full valuation allowance on its deferred tax assets.
+Added: These allowances will be maintained until it is more likely than not that the deferred tax assets will be realized.
+Added: For the year ended December 31, 2021, the valuation allowance on deferred tax assets decreased by $ 55 million.
+Added: The decrease was primarily attributable to changes in state net operating loss carryforwards.
On December 11, 2020, we acquired all of the outstanding stock of Vivus upon its emergence from bankruptcy.
−Removed: As of December 31, 2020, Vivus had an estimated federal net operating loss carryforward of approximately $ 656 million and federal and state tax credits of approximately $ 17 million.
+Added: On July 15, 2021, we contributed the stock of Vivus, Inc.
+Added: to American Entertainment Properties Corp (“AEPC”), a wholly owned subsidiary, in a tax-free transaction.
+Added: Immediately after the contribution, Vivus, Inc.
+Added: converted into an LLC and became a disregarded entity of AEPC.
At December 31, 2021, American Entertainment Properties Corp.
−Removed: (“AEPC”), a wholly-owned corporate subsidiary of Icahn Enterprises and Icahn Enterprises Holdings, which includes all or parts of our Automotive, Food Packaging, Metals, Home Fashion and Real Estate segments had U.S federal net operating loss carryforwards of approximately $ 2.1 billion with expiration dates from 2024 through 2037.
−Removed: Additionally, AEPC and its corporate subsidiaries had foreign net operating loss carryforwards of $ 29 million with an unlimited carryforward period and $ 11 million with a 5 -year carryforward period.
+Added: (“AEPC”), a wholly-owned corporate subsidiary of Icahn Enterprises, which includes all or parts of our Automotive, Food Packaging, Metals, Pharma, Home Fashion and Real Estate segments had U.S federal net operating loss carryforwards of approximately $ 2.9 billion with expiration dates from 2024 through unlimited carryforward periods.
+Added: Additionally, AEPC and its corporate subsidiaries had foreign
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: net operating loss carryforwards of $ 29 million with an unlimited carryforward period and less than $ 1 million with a 5 -year carryforward period.
At December 31, 2021, CVR Energy had state income tax credits of $ 26 million, which are available to reduce future state income taxes.
−Removed: These credits can be carried forward indefinitely.
+Added: These credits, if not used, will begin expiring in 2036.
On October 9, 2020, Viskase completed an equity private placement whereby AEPC ownership increased from approximately 79 % to 89 % .
1 unchanged sentence
The tax allocation agreement provides, among other things, that AEPC will pay all consolidated federal income taxes on behalf of the consolidated tax group and Viskase is required to make payments to AEPC in an amount equal to the tax liability, if any, that it would have paid if it were to file a separate company return.
−Removed: On August 1, 2018, CVR Energy completed an exchange offer whereby CVR Refining’s public unitholders tendered a total of 21,625,106 common units of CVR Refining in exchange for 13,699,549 shares of CVR Energy common stock.
−Removed: As a result of the exchange offer, AEPC owned less than 80% of the common stock of CVR Energy and CVR Energy deconsolidated from the AEPC consolidated federal income tax group.
−Removed: Beginning with the tax period after the exchange, CVR Energy became the parent of a new consolidated group for U.S.
−Removed: federal income tax purposes and will file and pay its federal income tax obligations directly to the Internal Revenue Service (“IRS”).
As of December 31, 2021, we have not provided taxes on approximately $ 64 million of undistributed earnings in foreign subsidiaries which are deemed to be indefinitely reinvested.
5 unchanged sentences
The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.
−Removed: We report additional tax from the GILTI inclusion as incurred and currently estimate additional tax due in 2020 of less than $ 1 million.
+Added: We report additional tax from the GILTI inclusion as incurred and currently estimate no additional tax due in 2021.
Under the Tax Legislation, an entity must pay a Base Erosion Anti-Abuse Tax (“BEAT”) if the BEAT is greater than its regular tax liability.
13 unchanged sentences
The total unrecognized tax benefits differ from the amount which would affect the effective tax rate primarily due to the impact of valuation allowances.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the next 12 months, we believe that it is reasonably possible that unrecognized tax benefits may decrease by approximately $ 5 million due to statute expirations.
7 unchanged sentences
federal tax examinations for years before 2017 or state and local examinations for years before 2016, with limited exceptions.
−Removed: The AEPC group’s income tax returns are currently under examination by the IRS for the years ended December 31, 2018 and 2017.
+Added: The AEPC group’s income tax returns are currently under examination by the Internal Revenue Service (“IRS”) for the years ended December 31, 2018 and 2017.
As of December 31, 2021, AEPC has not been notified of any issues pursuant to the examination.
6 unchanged sentences
Balance, December 31, 2020
−Removed: Other comprehensive income (loss) before reclassifications, net of tax
+Added: Other comprehensive (loss) income before reclassifications, net of tax
Reclassifications from accumulated other comprehensive loss to earnings, net of tax
−Removed: Other comprehensive income (loss), net of tax
+Added: Other comprehensive (loss) income, net of tax
Balance, December 31, 2021
7 unchanged sentences
Non-service pension and other post-retirement benefits expense
−Removed: (Loss) gain on extinguishment of debt
+Added: (Loss) gain on extinguishment of debt, net
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Commitments and Contingencies
1 unchanged sentence
Due to the nature of our business, certain of our subsidiaries’ operations are subject to numerous existing and proposed laws and governmental regulations designed to protect the environment, particularly regarding plant wastes and emissions and solid waste disposal.
−Removed: Our consolidated environmental liabilities on an undiscounted basis were $ 37 million and $ 34 million as of December 31, 2020 and 2019, respectively, primarily within our Energy and Metals segments and which are included in accrued expenses and other liabilities in our consolidated balance sheets.
+Added: Our consolidated environmental liabilities on an undiscounted basis were $ 13 million and $ 37 million as of December 31, 2021 and 2020, respectively, primarily within our Energy segment and, prior to our sale of PSC Metals in December 2021, our Metals segment as well, and which are included in accrued expenses and other liabilities in our consolidated balance sheets.
We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition.
−Removed: On August 21, 2018, CVR Refining received a letter from the United States Department of Justice (the “DOJ”) on behalf of the Environmental Protection Agency (the “EPA”) and the Kansas Department of Health and Environment (“KDHE”) alleging violations of the Clean Air Act and a 2012 Consent Decree (“CD”) between CVR Refining, the United States (on behalf of the EPA) and KDHE at CVR Energy’s Coffeyville refinery.
−Removed: In June 2020, a tolling agreement between the parties relating to such allegations expired, and the United States and KDHE sent demand letters relating to the allegations (the “Stipulated Claims”) and seeking stipulated penalties.
+Added: On August 21, 2018, CVR Refining received a letter from the United States Department of Justice (the “DOJ”) on behalf of the U.S.
+Added: Environmental Protection Agency (the “EPA”) and the Kansas Department of Health and Environment (“KDHE”) alleging violations of the Clean Air Act and a 2012 Consent Decree (“CD”) between CVR Refining, the United States (on behalf of the EPA) and KDHE at its Coffeyville refinery, primarily relating to flares.
+Added: In June 2020, a tolling agreement between the parties relating to such allegations expired, and the United States and KDHE sent demand letters relating to the allegations (the “Stipulated Claims”) and seeking stipulated penalties under the CD.
In February 2021, the DOJ and KDHE sent CVR Refining a statement of position under the CD regarding its demand for Stipulated Claims.
As CVR Refining disputes most claims asserted by the government, in accordance with the CD, CVR Refining deposited funds into a commercial escrow account pending resolution of disputed claims.
−Removed: The escrowed funds are legally restricted for use and are included within other assets on the consolidated balance sheets.
−Removed: In December 2020, the DOJ and KDHE filed a supplement complaint in the United States District Court for the District of Kansas asserting nine counts for alleged violations of the Clean Air Act, the Kansas State Implementation Plan and Kansas law (“the Statutory Claims”) and seeking civil penalties, injunctive and related relief.
−Removed: Negotiations relating to the Stipulated Claims and the Statutory Claims are ongoing and CVR Energy cannot at this time determine the outcome of this matter, including whether such outcome, or any subsequent enforcement or litigation relating thereto would have a material impact on our Energy segment’s financial position, results of operations, or cash flows.
+Added: The escrowed funds are legally restricted for use and are included within cash held at consolidated affiliated partnership and restricted cash on the consolidated balance sheets.
+Added: In April 2021, CVR Refining filed a petition for judicial review of the Stipulated Claims with the United States District Court for the District of Kansas (“Kansas Federal District Court”), in accordance with the dispute resolution provisions of the CD.
+Added: On September 23, 2021, the court ordered briefing on CVR Refining’s petition, which was completed in December 2021.
+Added: Separately, in December 2020, the DOJ and KDHE filed a supplemental complaint in the Kansas Federal District Court asserting nine counts for alleged violations of the Clean Air Act, the Kansas State Implementation Plan and Kansas law seeking civil penalties, injunctive and related relief, which they sought leave to amend on February 10, 2022, to add an additional eight counts under Part 63 of the National Emissions Standards for Hazardous Air Pollutants from Petroleum Refineries Subparts CC and R (“NESHAP”), Kansas Law and CVR Refining’s permits relating to flares, heaters and related matters (collectively, the “Statutory Claims”).
+Added: In March 2021, CVR Refining filed a partial motion to dismiss certain Statutory Claims, which is still pending with the Kansas Federal District Court.
+Added: Negotiations relating to the Stipulated Claims and the Statutory Claims are ongoing and CVR Energy cannot at this time determine the outcome of these matters, including whether such outcome, or any subsequent enforcement or litigation relating thereto would have a material impact on our Energy segment’s financial position, results of operations, or cash flows.
As of December 31, 2021 and 2020, our Energy segment had environmental accruals of $ 12 million and $ 11 million, respectively, representing estimated costs for future remediation efforts at certain sites.
−Removed: PSC Metals has been designated as a potentially responsible party (“PRP”) under U.S.
−Removed: federal and state superfund laws with respect to certain sites with which PSC Metals may have had a direct or indirect involvement.
−Removed: It is alleged that PSC Metals and its subsidiaries or their predecessors transported waste to the sites, disposed of waste at the sites or
−Removed: operated the sites in question.
−Removed: In addition, one of PSC Metals’ Knoxville, Tennessee locations was the subject of investigations by the State of Tennessee under the federal Superfund law.
−Removed: These investigations were performed by the State of Tennessee pursuant to a contract with the EPA.
−Removed: PSC Metals has entered into Tennessee’s Voluntary Clean-Up Oversight and Assistance Program (“VOAP”) and expects to enter into a settlement with the Tennessee Department of Environment and Conservation (“TDEC”) in the future.
−Removed: Currently, PSC Metals believes that it has adequately reserved for the cost of any potential future remediation associated with its Knoxville location, but cannot fully assess the impact of all costs or liabilities associated with TDEC’s investigations.
−Removed: With respect to all other matters in which PSC Metals has been designated as a PRP under U.S.
−Removed: federal and state superfund laws, PSC Metals has reviewed the nature and extent of the allegations, the number, connection and financial ability of other named and unnamed PRPs and the nature and estimated cost of the likely remedy.
−Removed: Based on reviewing the nature and extent of the allegations, PSC Metals has estimated its liability to remediate these other sites to be immaterial as of both December 31, 2020 and 2019.
−Removed: If it is determined that PSC Metals has liability to remediate those sites and that more expensive remediation approaches are required in the future, PSC Metals could incur additional obligations, which could be material to its operations.
−Removed: Certain of PSC Metals’ facilities are environmentally impaired in part as a result of operating practices at the sites prior to their acquisition by PSC Metals and as a result of PSC Metals’ operations.
−Removed: PSC Metals has established procedures to periodically evaluate these sites, giving consideration to the nature and extent of the contamination.
−Removed: PSC Metals has provided for the remediation of these sites based upon its management’s judgment and prior experience.
−Removed: PSC Metals has estimated the liability to remediate these sites to be $ 25 million and $ 27 million at December 31, 2020 and 2019, respectively.
−Removed: PSC Metals believes, based on past experience, that the vast majority of these environmental liabilities and costs will be assessed and paid over an extended period of time.
−Removed: PSC Metals believes that it will be able to fund such costs in the ordinary course of business.
−Removed: Estimates of PSC Metals’ liability for remediation of a particular site and the method and ultimate cost of remediation require a number of assumptions that are inherently difficult to make, and the ultimate outcome may be materially different from current estimates.
−Removed: Moreover, because PSC Metals has disposed of waste materials at numerous third-party disposal facilities, it is possible that PSC Metals will be identified as a PRP at additional sites.
−Removed: The impact of such future events cannot be estimated at the current time.
−Removed: Renewable Fuel Standards
−Removed: CVR Refining is subject to the Renewable Fuel Standard (“RFS”) of the EPA which requires refiners to either blend renewable fuels in with their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending.
−Removed: CVR Refining is not able to blend the substantial majority of its transportation fuels and has to purchase RINs on the open market and may have to obtain waiver credits for cellulosic biofuels from the EPA, in order to comply with the RFS.
−Removed: CVR Refining’s expenses for its compliance with RFS were $ 190 million, $ 43 million and $ 60 million for years ended December 31, 2020, 2019 and 2018, respectively, which are included in cost of goods sold in our consolidated statements of operations.
−Removed: CVR Refining’s costs to comply with RFS include the purchased cost of RINs, the impact of recognizing CVR Refining’s uncommitted biofuel blending obligation at fair value based on market prices at each reporting date and the valuation change of RINs purchases in excess of CVR Refining’s RFS obligation as of the reporting date.
−Removed: During the year ended December 31, 2020, the cost to comply with RFS was unfavorably impacted by an increase in CVR Refining’s RFS obligation and increased market pricing.
+Added: Renewable Fuel Standard
+Added: CVR Refining is subject to the Renewable Fuel Standard (“RFS”) implemented primarily by the EPA which requires refiners to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending.
+Added: CVR Refining is not able to blend the substantial majority of its transportation fuels and has to purchase RINs on the open market and may have to obtain waiver credits for cellulosic biofuels or other exemptions from the EPA, to the extent available, in order to comply with the RFS.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: For the years ended December 31, 2021, 2020 and 2019, our Energy segment recognized an expense of $ 435 million, $ 190 million and $ 43 million, respectively, for CVR Refining’s compliance with the RFS (based on our Energy segment’s 2020 annual renewal volume obligation (“RVO”) and proposed preliminary 2021 RVO range, for the respective periods, and excluding the impacts of any exemptions or waivers to which our Energy segment may be entitled ).
+Added: These expenses are included in cost of goods sold in our consolidated statements of operations and represent costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol and biodiesel.
+Added: At each reporting period, to the extent RINs purchased or generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which our Energy segment may be entitled), the remaining position is marked-to-market using RIN market prices at period end.
As of December 31, 2021 and 2020, CVR Refining’s biofuel blending obligation was $ 494 million and $ 214 million, respectively, which is included in accrued expenses and other liabilities in our consolidated balance sheets.
1 unchanged sentence
We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations.
−Removed: In 2019, CVR Energy, CVR Refining and its general partner, CVR Refining Holdings, Icahn Enterprises and certain directors and affiliates were named in at least one of nine lawsuits filed by purported former unitholders of CVR Refining, on behalf of themselves and an alleged class of similarly situated unitholders relating to CVR Energy’s exercise of the call option (“Call Option”) under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner (the “Delaware Lawsuits”).
−Removed: The Delaware Lawsuits primarily allege breach of contract, tortious interference and breach of the implied covenant of good faith and fair dealing and seek monetary damages and attorneys’ fees, among other remedies.
−Removed: In January 2020, the court dismissed CVR Holdings and certain former directors of CVR Refining’s general partner from the Delaware Lawsuits, though permitted some or all of the claims to proceed against each remaining defendant.
−Removed: On April 6, 2020, a lawsuit was filed in the United States District Court for the Southern District of New York against the CVR Energy, CVR Refining and its general partner, CVR Refining Holdings, Icahn Enterprises, and CVR Energy’s Chief Executive Officer by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholders also relating to CVR Energy’s exercise of the Call Option (the “New York Lawsuit” and together with the Delaware Lawsuits, the “Call Option Lawsuits”).
−Removed: The New York Lawsuit primarily alleges violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 thereunder and seeks monetary damages and attorney’s fees, among other remedies.
+Added: In 2019, CVR Energy, CVR Refining and its general partner, CVR Refining Holdings, Icahn Enterprises and certain directors and affiliates (collectively, the “Call Defendants”) were named in at least one of nine now consolidated lawsuits filed by purported former unitholders of CVR Refining, on behalf of themselves and an alleged class of similarly situated unitholders relating to CVR Energy’s exercise of the call option (“Call Option”) under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner (the “Delaware Lawsuits”).
+Added: The Call Option Lawsuits primarily allege breach of contract, tortious interference and breach of the implied covenant of good faith and fair dealing and seek monetary damages and attorneys’ fees, among other remedies.
+Added: In January 2020, the court dismissed CVR Holdings and certain former directors of CVR Refining’s general partner from the Call Option Lawsuits, though permitted some or all of the claims to proceed against each remaining defendant.
+Added: Trial of the Call Option Lawsuits concluded in July 2021, and the parties are currently in post-trial proceedings.
CVR Energy believes the Call Option Lawsuits are without merit and intends to vigorously defend against them.
−Removed: The Call Option Lawsuits remain in the early stages of litigation, and discovery is currently on-going.
+Added: Plaintiffs filed their Opening Post-Trial Brief on December 22, 2021, now quantifying alleged damages in excess of $ 300 million;
+Added: the Call Defendants strongly dispute Plaintiff’s claims and are preparing responsive briefings.
Accordingly, CVR Energy cannot determine at this time the outcome of the Call Option Lawsuits, including whether the outcome of this matter would have a material impact on our Energy segment’s financial position, results of operations, or cash flows.
−Removed: On January 27, 2021, a lawsuit was filed against the defendants in the Call Option Lawsuits in the 434th Judicial District Court of Fort Bend County, Texas by their primary and excess insurers seeking declaratory judgements determining that they owe no indemnity coverage and, for certain defendants, no defense obligations relating to the Call Option Lawsuits (the “Call Option Insurer Case”).
−Removed: The defendants believe the Call Option Insurer Case is without merit, intends to vigorously defend the claims against them and filed a related lawsuit in the Delaware Court of Chancery.
−Removed: These lawsuits are in the early stages of litigation.
−Removed: Accordingly, CVR Energy cannot determine at this time their outcome, including whether such outcome would have a material impact on our Energy Segment’s financial position, results of operations, or cash flows
+Added: However, while CVR Energy firmly believes this matter is without merit, if it is concluded in a manner adverse to CVR Energy, it could have a material effect on our Energy segment’s financial position, results of operations, or cash flows.
+Added: The Call Defendants are also parties to two lawsuits relating to insurance coverage for the Call Option Lawsuits, one filed on January 27, 2021, in the 434th Judicial District Court of Fort Bend County, Texas by the Call Defendants primary and excess insurers (the “Insurers”) seeking declaratory judgement determining that they owe no indemnity coverage for the Call Option Lawsuits in relation to insurance policies that have coverage limits of $ 50 million, and another filed on January 30, 2022 in the Superior Court of the State of Delaware by the Call Defendants against the Insurers for anticipatory breach of contract and breach of the implied covenant of good faith dealing (the “Delaware Coverage Case”).
+Added: On November 3, 2021, the court in the Delaware Coverage Case granted partial summary judgment in favor of the Call Defendants relating to the deductible.
+Added: As both lawsuits are in their early states, CVR Energy cannot determine at this time the outcome of the lawsuits, including whether the outcome would have a material impact on our Energy segment’s financial position, results of operations, or cash flows.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: On June 25, 2021, the Supreme Court of the United States (the “Supreme Court”) overturned a decision of the 10th Circuit Court of Appeals (“10th Circuit”) vacating three small refinery exemptions (“SREs”) under the RFS, including one issued to CVR Refining’s Wynnewood Refinery for 2017, to the extent such SREs were vacated based on failure to have continuously received an SRE in all applicable preceding years.
+Added: Following the Supreme Court ruling, the EPA notified CVR Refining that it would reconsider the 2017 SRE on other grounds referenced in the 10th Circuit decision.
+Added: On July 20, 2021, after remand from the Supreme Court, the 10th Circuit vacated its prior judgment, recalled its previous mandate denying the 2017 SRE, entered a new judgment and issued a new mandate transferring jurisdiction back to the EPA.
+Added: On August 26, 2021, the EPA filed a Motion for Clarification asking the 10th Circuit whether the alternative holdings that supported the 10th Circuit’s prior judgment remain in effect and whether the new mandate returns the agency actions back to the EPA, which Motion for Clarification was denied.
+Added: On September 15, 2021, CVR Refining advised the EPA it considered its 2017 SRE intact and demanded that the EPA return the status of its 2017 SRE to “granted.” The EPA has not yet responded to CVR Refining’s demand.
+Added: Given the EPA’s failure to respond, we cannot currently estimate the outcome, impact or timing of resolution of this matter.
Other Matters
Pension Obligations
−Removed: Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 92 % of Icahn Enterprises’ outstanding depositary units as of December 31, 2020.
+Added: Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 88 % of our outstanding depositary units as of December 31, 2021.
Applicable pension and tax laws make each member of a “controlled group” of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group.
3 unchanged sentences
Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr.
−Removed: Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF.
+Added: Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF Industries LLC (“ACF”), an affiliate of Mr.
All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2021.
2 unchanged sentences
These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability.
−Removed: As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing
−Removed: pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans.
+Added: As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans.
In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.
3 unchanged sentences
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.
−Removed: 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.
+Added: The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $ 250 million.
Nonetheless, Starfire may not be able to fund its indemnification obligations to us.
24 unchanged sentences
The pension benefits are funded based on the funding requirements of federal and international laws and regulations, as applicable, in advance of benefit payments and the other benefits are funded as benefits are provided to participating employees.
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Components of net periodic benefit cost (credit) are as follows:
5 unchanged sentences
Amortization of actuarial losses
−Removed: Settlement loss recognized
The following table provides disclosures for Viskase’s benefit obligations, plan assets, funded status, and recognition in the consolidated balance sheets.
25 unchanged sentences
Exchange traded funds
−Removed: Investments measured at net asset value
−Removed: Plan assets measured at fair value
+Added: ICAHN ENTERPRISES L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Cash Flow Information
3 unchanged sentences
Cash payments for interest, net of amounts capitalized
−Removed: Cash receipts (payments) for income taxes, net of payments
−Removed: Non-cash consideration for obtaining a controlling interest in subsidiary
+Added: Cash (payments) receipts for income taxes, net
+Added: Non-cash dividends to non-controlling interests in subsidiary
Non-cash Investment segment contributions from non-controlling interests
−Removed: Equity investment consideration received from sale of business
−Removed: In addition to the above, Icahn Enterprises Holdings reduced its receivable from Icahn Enterprises in a non-cash distribution to limited partner in the amount of $ 32 million during 2019.
−Removed: This transaction is reported as a non-cash related party transaction with respect to Icahn Enterprises Holdings and is eliminated in consolidation with respect to Icahn Enterprises.
+Added: Non-cash consideration for obtaining a controlling interest in subsidiary
Subsequent Events
1 unchanged sentence
On February 23, 2022, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $ 2.00 per depositary unit, which will be paid on or about April 27, 2022 to depositary unitholders of record at the close of business on March 18, 2022.
−Removed: Depositary unitholders will have until April 16, 2021 to make an election to receive either cash or additional depositary units;
−Removed: if a holder does not make an election, it will automatically be deemed to have elected to receive the distribution in additional depositary units.
−Removed: Depositary unitholders who elect to receive (or are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units on Nasdaq during the 5 consecutive trading days ending April 23, 2021.
−Removed: No fractional depositary units will be issued pursuant to the distribution payment.
−Removed: Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any holders electing to receive depositary units.
−Removed: Any holders that would only be eligible to receive a fraction of a depositary unit based on the above calculation will receive a cash payment.
−Removed: For distributions declared by the Board in prior quarters, the default election (for holders that did not make an election) was a cash distribution.
−Removed: The default election (for holders that do not make an election) for the distribution to be paid on or about April 28, 2021 will be a distribution paid in additional depository units, a change from prior quarters.
+Added: Depositary unitholders will have until April 14, 2022 to make a timely election to receive either cash or additional depositary units.
+Added: If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units.
+Added: Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending April 22, 2022.
+Added: Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive (or who are deemed to have elected to receive) depositary units.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
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.