Obligation Icahn Enterprises 5.875% ( US451102BF38 ) en USD

Icahn Enterprises

100 % ⇌

Etats-unis

US451102BF38 ( en USD )

5.875% par an ( paiement semestriel )

31/01/2022 - Obligation échue

Prospectus brochure de l'obligation Icahn Enterprises US451102BF38 en USD 5.875%, échue

2 000 USD

1 349 000 000 USD

451102BF3

N/A

L'Obligation émise par Icahn Enterprises ( Etats-unis ) , en USD, avec le code ISIN US451102BF38, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2022

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...
424B3 1 v375058_424b3.htm FORM 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-194895
PROSPECTUS
$5,000,000,000
Offer to Exchange Our 3.500% Senior Notes Due 2017, Which Have Been
Registered Under the Securities Act of 1933, as Amended, for
Any and All of Our Outstanding 3.500% Senior Notes Due 2017
Offer to Exchange Our 4.875% Senior Notes Due 2019, Which Have Been
Registered Under the Securities Act of 1933, as Amended, for Any
and All of Our Outstanding 4.875% Senior Notes Due 2019
Offer to Exchange Our 6.000% Senior Notes Due 2020, Which Have Been
Registered Under the Securities Act of 1933, as Amended, for Any
and All of Our Outstanding 6.000% Senior Notes Due 2020
Offer to Exchange Our 5.875% Senior Notes Due 2022, Which Have Been
Registered Under the Securities Act of 1933, as Amended, for Any
and All of Our Outstanding 5.875% Senior Notes Due 2022
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letters
of transmittal, $1,175,000,000 in aggregate principal amount of our 3.500% senior exchange notes due 2017 (the "2017 exchange
notes") for $1,175,000,000 in aggregate principal amount of our issued and outstanding 3.500% senior notes due 2017,
$1,275,000,000 in aggregate principal amount of our 4.875% senior exchange notes due 2019 (the "2019 exchange notes") for
$1,275,000,000 in aggregate principal amount of our issued and outstanding 4.875% senior notes due 2019, $1,200,000,000 in
aggregate principal amount of our 6.000% senior exchange notes due 2020 (the "2020 exchange notes") for $1,200,000,000 in
aggregate principal amount of our issued and outstanding 6.000% senior notes due 2020 and $1,350,000,000 in aggregate principal
amount of our 5.875% senior exchange notes due 2022 (the "2022 exchange notes") for $1,350,000,000 in aggregate principal amount
of our issued and outstanding 5.875% senior notes due 2022. In this prospectus, we refer to these exchanges collectively as the
"exchange offers." We refer to the 2017 exchange notes, the 2019 exchange notes, the 2020 exchange notes and the 2022 exchange
notes collectively as the "exchange notes" and we refer to the corresponding issued and outstanding notes collectively as the "existing
notes."
·
The terms of the exchange notes are substantially identical to the terms of the corresponding existing notes, except that the
transfer restrictions and registration rights relating to the existing notes will not apply to the exchange notes and the exchange
notes will not provide for the payment of special interest under circumstances related to the timing and completion of the
exchange offers.
·
The exchange offers expire at 5:00 p.m., New York City time, on May 23, 2014, unless extended.
·
Subject to the satisfaction or waiver of specified conditions, we will exchange your validly tendered unregistered existing
notes that have not been withdrawn prior to the expiration of the exchange offers for an equal principal amount of exchange
notes that have been registered under the Securities Act of 1933, as amended, or the Securities Act.
·
The exchange offers are not subject to any condition other than that the exchange offers not violate applicable law or any
applicable interpretation of the staff of the Securities and Exchange Commission, or the SEC, and other customary conditions.
·
You may withdraw your tender of notes at any time before the exchange offers expire.
·
The exchange of notes should not be a taxable exchange for U.S. federal income tax purposes.
·
We will not receive any proceeds from the exchange offers.
·
Any outstanding existing notes not validly tendered will remain subject to existing transfer restrictions.
1 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...
·
The exchange notes will not be traded on any national securities exchange and, therefore, we do not anticipate that an active
public market in the exchange notes will develop.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will
deliver a prospectus in connection with any resale of such exchange notes. A broker-dealer that is issued exchange notes for its own
account in exchange for existing notes that were acquired by such broker-dealer as a result of market-making or other trading
activities may use this prospectus, as supplemented or amended, for an offer to resell, resale or other retransfer of the exchange notes
issued to it in the exchange offers.
Please refer to "Risk Factors" beginning on page 15 of this prospectus for certain important information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes to
be issued in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April 24, 2014

2 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
ICAHN ENTERPRISES L.P.

TABLE OF CONTENTS

Pages
About this Prospectus

ii
Notice to New Hampshire Residents

ii
Industry and Market Data

iii
Cautionary Note Regarding Forward-Looking Statements

iii
Summary

1
Risk Factors

15
Use of Proceeds

22
Ratio of Earnings to Fixed Charges

22
Selected Consolidated Financial Data

23
The Exchange Offers

26
Description of 2017 and 2019 Notes

35
Description of 2020 Notes

74
Description of 2022 Notes
113
Material U.S. Federal Income Tax Consequences
152
Plan of Distribution
157
Legal Matters
157
Experts
157
Where You Can Find More Information
158
Incorporation of Certain Documents by Reference
158
i

3 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC. This prospectus does not contain all of the
information included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more
details about the matters discussed in this prospectus. You should carefully read this prospectus, the related exhibits filed with the
SEC and any prospectus supplement, together with the additional information described below under the headings "Where You Can
Find More Information" and "Incorporation of Certain Documents by Reference." This prospectus incorporates important business
and financial information about us that is not included in or delivered with this prospectus. We will provide without charge to each
person to whom a copy of this prospectus is delivered, upon written or oral request of that person, a copy of any and all of this
information. Requests for copies should be directed to Investor Relations Department, Icahn Enterprises L.P., 767 Fifth Avenue, Suite
4700, New York, New York 10153; (212) 702-4300. You should request this information at least five business days in advance of the
date on which you expect to make your decision with respect to the exchange offers. In any event, in order to obtain timely
delivery, you must request this information prior to May 15, 2014, which is five business days before the expiration date of the
exchange offers. Our website address is www.ielp.com. Our website is not a part of this prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying
prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this
prospectus, any prospectus supplement and any other document incorporated by reference is accurate only as of the date on the front
cover of those documents. We do not imply that there has been no change in the information contained in this prospectus or in our
affairs since that date by delivering this prospectus.
Each broker-dealer that receives exchange notes for its own account pursuant to any of the exchange offers must acknowledge that
it will deliver a prospectus in connection with any resale of such exchange notes. The letters of transmittal relating to the exchange
offers state that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act of 1933, or the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange
for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or
other trading activities. We have agreed that, for a period of up to 270 days after the consummation of the exchange offers, we will
make this prospectus available to any broker-dealer, at such broker-dealer's request, for use in connection with any such resale. See
"Plan of Distribution."
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED
UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE
STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
ii

4 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
INDUSTRY AND MARKET DATA
We obtained the market and competitive position data, if any, included or incorporated by reference herein from our and our
subsidiaries' own research, surveys or studies conducted by third parties and industry or general publications. Industry publications
and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy
and completeness of such information. While we believe that each of these studies and publications is reliable, we have not
independently verified such data, and neither we nor the initial purchasers make any representation as to the accuracy of such
information. Similarly, we believe our and our subsidiaries' internal research is reliable, but it has not been verified by any
independent sources.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement
that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can
generally be identified by phrases such as "believes," "expects," "potential," "continues," "may," "should," "seeks," "predicts,"
"anticipates," "intends," "projects," "estimates," "plans," "could," "designed," "should be" and other similar expressions that denote
expectations of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies,
plans and objectives for, and potential results of, future operations, financial results, financial condition, business prospects, growth
strategy and liquidity, and are based upon management's current plans and beliefs or current estimates of future results or trends.
These forward-looking statements reflect our current views with respect to future events and are based on assumptions and
subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth in the
forward-looking statements. These risks and uncertainties may include the risks and uncertainties described in our Annual Report on
Form 10-K for the year ended December 31, 2013, as well as those risk factors included under "Risk Factors" in this prospectus.
Among these risks are: risks related to economic downturns, substantial competition and rising operating costs; risks related to our
investment activities, including the nature of the investments made by the Funds (defined below) we manage, losses in the Funds and
loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry,
and risks related to operations in foreign countries; risks related to our energy business, including the volatility and availability of
crude oil, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines,
significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risks related to our gaming
operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense
competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our
railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the
health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to
our food packaging activities, including competition from better capitalized competitors, inability of our suppliers to timely deliver
raw materials and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals
activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant
bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw
materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our
filings with the SEC.
Given these risks and uncertainties, we urge you to read this prospectus completely and with the understanding that actual future
results may be materially different from what we plan or expect. All of the forward-looking statements made in this prospectus are
qualified by these cautionary statements and we cannot assure you that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected consequences to or effects on our business or operations. In
addition, these forward-looking statements present our estimates and assumptions only as of the date of this prospectus. We do not
intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring
after the date of this prospectus. However, you should carefully review the risk factors set forth in other reports or documents we file
from time to time with the SEC.
iii

5 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
SUMMARY
This summary highlights certain information concerning our business and this offering. This summary may not contain all of
the information that you should consider before participating in the exchange offers and investing in the exchange notes. The
following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto
appearing elsewhere or incorporated by reference in this prospectus. You should carefully read this entire prospectus and should
consider, among other things, the matters set forth in "Risk Factors" in this prospectus and the risk factors set forth in our
Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by reference herein, before deciding
to invest in the exchange notes. Except where the context otherwise requires or indicates, in this prospectus, (i) "Icahn
Enterprises," "the Company," "we," "us" and "our" refer to Icahn Enterprises L.P. and its subsidiaries and, with respect to
acquired businesses, Mr. Icahn and his affiliates prior to our acquisition, (ii) "Holding Company" refers to the unconsolidated
results and financial position of Icahn Enterprises and Icahn Enterprises Holdings and (iii) "fiscal year" refers to the
twelve-month period ended December 31 of the applicable year.
Overview
We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses:
Investment, Automotive, Energy, Metals, Railcar, Gaming, Food Packaging, Real Estate and Home Fashion.
Icahn Enterprises is a master limited partnership formed in Delaware on February 17, 1987. Icahn Enterprises owns a 99%
limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises Holdings and its subsidiaries own substantially all of our
assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc., or Icahn Enterprises GP, our sole
general partner, owns a 1% general partner interest in both Icahn Enterprises Holdings and us, representing an aggregate 1.99%
general partner interest in Icahn Enterprises Holdings and us. Icahn Enterprises GP is owned and controlled by Mr. Carl C. Icahn. Mr.
Icahn and his affiliates owned 101,872,909, or approximately 87.9%, of Icahn Enterprises' outstanding depositary units as of
December 31, 2013.
Mr. Icahn's estate has been designed to assure the stability and continuation of Icahn Enterprises with no need to monetize his
interests for estate tax or other purposes. In the event of Mr. Icahn's death, control of Mr. Icahn's interests in Icahn Enterprises and its
general partner will be placed in charitable and other trusts under the control of senior Icahn executives and family members.
The following is a summary of our core holdings:
Investment. Our Investment segment is comprised of various private investment funds, including Icahn Partners L.P. ("Icahn
Partners") and Icahn Partners Master Fund LP (the "Master Fund", and together with Icahn Partners, the "Investment Funds"), through
which we invest our proprietary capital. Effective January 1, 2014, Icahn Partners Master Fund II LP and Icahn Partners Master Fund
III LP were merged with and into Icahn Partners. We and certain of Mr. Icahn's wholly owned affiliates are the sole investors in the
Investment Funds. Icahn Onshore LP and Icahn Offshore LP (together, the "General Partners") act as the general partner of Icahn
Partners and the Master Fund, respectively. The General Partners 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. Interests in the
Investment Funds are not offered to outside investors. Since inception in November 2004, the Investment Funds' gross return is
256.8%, representing an annualized rate of return of 14.9% through December 31, 2013.
Automotive. We conduct our Automotive segment through our 80.7% ownership, as of December 31, 2013, in Federal-Mogul
Corporation ("Federal Mogul"), a leading global supplier to the automotive, aerospace, energy, heavy duty truck, industrial, marine,
power generation and railway industries. In 2012, Federal-Mogul reorganized its businesses around its Powertrain and Vehicle
Components Solutions businesses to take advantage of unique growth opportunities and customer requirements in each sector.
Powertrain serves original equipment light vehicle, commercial vehicle and industrial engine manufacturers and VCS primarily
1

6 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
supplies branded repair components to the automotive aftermarket. Federal-Mogul's high-precision products are designed and
engineered to help its customers satisfy and exceed environmental and safety standards without sacrificing performance.
Federal-Mogul's Powertrain business has leading market share positions in pistons, piston rings, valve seats, value guides,
bearings, ignition, sealing and systems protection components. It focuses on high-technology, high-precision products that improve
fuel economy, reduce emissions and enhance durability. Demand for smaller, high performance engines has increased dramatically
over the past few years as developed economies implement higher fuel economy and emission standards. Simultaneously, new vehicle
production has continued to increase due to substantial growth in the size of the emerging markets middle class. Global light vehicle
production is expected to increase at a 5% compound annual growth rate, or CAGR, through 2018; however, cylinder count per
engine is expected to continue to decrease, as engine manufacturers implement new technologies to obtain more power from smaller
highly-loaded engines. These compact, more powerful engines require more advanced components to handle higher thermal and
mechanical stresses, which increases overall content per vehicle. Approximately 30% of Powertrain revenue in fiscal year 2013 was
derived from commercial vehicle and other non-light vehicle customers. Each of these industrial markets is highly specialized and
requires significant research, development and engineering to create products capable of performing in the harshest environments.
These end markets are also subject to tightening environmental regulation that introduces increased complexity and performance
requirements but creates opportunity for growth.
Federal-Mogul's Vehicle Components Solutions business is a global leader in aftermarket components such as engine, sealing,
chassis, wiper and ignition components, and is a leading premium brake pad and component manufacturer in North America and
Europe. Federal-Mogul has some of the most widely recognized aftermarket brands, including Fel-Pro, Moog, Ferodo, ThermoQuiet,
Wagner, ANCO and Champion. Aftermarket demand is a function of the size of the global car parc, which is estimated to grow at a
4% CAGR through 2020 on the strength of emerging market vehicle sales. A further driver is the age of the car parc, which has been
steadily increasing in all markets. We believe Federal-Mogul has an excellent opportunity to leverage its brands and products
throughout the emerging markets, as well as to participate in consolidation opportunities in North America and Europe. In addition,
the North American automotive aftermarket distribution system is highly profitable, yet inefficient due to multi-tier channels and
inventory management complexity. As a large manufacturer with leading brands and a broad product portfolio, Federal-Mogul has an
opportunity to streamline its manufacturing and distribution operations in mature markets and expand into emerging regional markets
where growth in new vehicle production is resulting in total car parc expansion and the development of an attractively-sized
automotive aftermarket.
On July 11, 2013, Federal-Mogul received $500 million in connection with its previously announced common stock registered
rights offering (the "Federal-Mogul Rights Offering"). In connection with the Federal-Mogul Rights Offering, we fully exercised our
subscription rights under our basic and over subscription privileges to purchase additional shares of Federal-Mogul common stock,
thereby increasing our ownership of Federal-Mogul, for an aggregate additional investment of $434 million.
Energy. We conduct our Energy segment through our 82.0% ownership, as of December 31, 2013, in CVR Energy Inc. ("CVR").
In addition, as of December 31, 2013, as a result of purchasing common units of CVR Refining, LP ("CVRR") during 2013, we
directly owned approximately 4.0% of the total outstanding common units of CVRR. We acquired a controlling interest in CVR on
May 4, 2012.
CVR is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries
through its holdings in CVRR and CVR Partners, LP ("CVRP"), respectively. CVRR is an independent petroleum refiner and marketer
of high value transportation fuels. CVRP produces nitrogen fertilizers in the form of ammonia and urea ammonium nitrate. As of
December 31, 2013, following various equity offerings during 2013, CVR owned the general partner and approximately 71% of the
common units of CVRR (including 100% of CVR Refining GP, LLC, its general partner) and approximately 53% of the common units
of CVRP (including 100% of CVR GP, LLC, its general partner).
CVRR's mid-continent location provides access to significant quantities of crude oil from the continental United States and
Western Canada. We believe expected crude oil production growth in North America,
2

7 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
coupled with declining North Sea volumes, transportation bottlenecks and other geopolitical considerations will likely support
favorable crack spreads for mid-continent refineries for the foreseeable future. CVRR's refinery assets include two of only seven
refineries in the underserved PADD II Group 3 region, a 115,000 barrels per day ("bpd") complex full coking medium-sour crude
refinery in Coffeyville, Kansas and a 70,000 bpd medium complexity refinery in Wynnewood, Oklahoma capable of processing
20,000 bpd of light sour crude. CVRR also controls and operates supporting logistics assets including approximately 350 miles of
owned pipelines, over 125 owned crude transports, a network of strategically located crude oil gathering tank farms providing
roughly 50,000 bpd to the refineries and over 6.0 million barrels of owned or leased crude oil storage capacity. In addition, CVRR
has 35,000 bpd of contracted capacity on the Keystone and Spearhead pipelines to supply its refineries with Canadian and Bakken
crudes.
CVRP produces and distributes nitrogen fertilizer products, such as ammonia and urea ammonium nitrate ("UAN"), used by
farmers to improve the yield and quality of their crops. Located in the heart of the Corn Belt with direct access to its primary input,
pet coke, from the adjacent Coffeyville refinery, CVRP is close to customers and enjoys a meaningful freight advantage compared to
many of its competitors and imports. CVRP's utilization of pet coke instead of natural gas provides CVRP with a relatively fixed cost
structure and makes it less sensitive to swings in energy prices. Fertilizer consumption continues to grow annually as global
population growth, changing food consumption patterns in emerging markets and decreasing per capita farmland drive world grain
demand higher and necessitate more efficient land use. The United States currently accounts for 25% of world coarse grain
production, and as the third largest consumer of nitrogen fertilizer, imports a significant portion of its requirements. As a result of
these trends and the recent completion of its UAN expansion project, we believe CVRP is well positioned to continue to benefit from
the secular growth in the fertilizer market.
On January 24, 2013, the board of directors of CVR adopted a quarterly cash dividend policy of $0.75 per share, or $3.00 per
share on an annualized basis. CVR paid its first regular quarterly dividend in the second quarter of 2013. In addition, CVR declared
and paid two special cash dividends during 2013, bringing total cumulative dividends paid to us in 2013 to $14.25 per share, of
which $1,014 million was paid to us.
Metals. We conduct our Metals segment through our indirect wholly owned subsidiary, PSC Metals, Inc. ("PSC Metals"). PSC
Metals is one of the largest independent metal recycling companies in the United States and collects industrial and obsolete scrap
metal, processes it into reusable forms and supplies the recycled metals to its customers including electric-arc furnace mills,
integrated steel mills, foundries, secondary smelters and metals brokers. PSC Metals has over 40 locations concentrated in three main
geographic regions -- the Upper Midwest, the St. Louis region and the South. PSC Metals has actively consolidated its regions and is
seeking to build a leading position in each market.
As recycled steel is more environmentally friendly and energy efficient (and therefore cheaper to produce) than virgin steel, we
believe that PSC Metals will benefit from secular growth trends in recycled metals. In addition, PSC Metals is well positioned to
benefit from the improving economy and higher industrial production and steel mill operating rates in North America. The latest
estimate of NAFTA steel demand growth for 2014 is at 3.2%. In our Upper Midwest market, steel mills will have invested an
estimated $1.8 billion between 2011 and 2014 to meet growing steel demand driven primarily by automotive and increased oil and
gas drilling industries. We believe these investments will increase the regional demand for ferrous scrap. Finally, as the United States
is the leading exporter of scrap metal in the world, the U.S. scrap industry is expected to benefit from growing global steel demand.
PSC Metals also processes non-ferrous metals including aluminum, copper, brass, stainless steel and nickel-bearing metals.
Non-ferrous products are a significant raw material in the production of aluminum and copper alloys used in manufacturing. PSC
Metals also operates a secondary products business that includes the supply of secondary plate and structural grade pipe that is sold
into niche markets for counterweights, piling and foundations, construction materials and infrastructure end-markets.
Railcar. We conduct our Railcar segment primarily through our 55.6% ownership, as of December 31, 2013, in American
Railcar Industries Inc. ("ARI") and our wholly owned subsidiary, AEP Leasing LLC ("AEP Leasing"). ARI is a leading North
American manufacturer of hopper and tank railcars, two product groups that constitute over 50% of the approximately 1.5 million
railcar North American fleet, 76% of railcar
3

8 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
deliveries for the year ended December 31, 2013 and 92% of the railcar industry manufacturing backlog as of December 31, 2013.
These railcars are offered for sale or lease to leasing companies, industrial companies, shippers and railroads.
ARI currently benefits from the rapidly increasing energy production in North America. Increased crude oil production from
North American shale regions and Canada have resulted in significant demand for tank railcars as the existing pipeline capacity is not
able to satisfy the transportation demands for crude oil. ARI's backlog for tank railcars extends through 2014 and industry new tank
railcar order backlogs extend into 2015. As of December 31, 2013, ARI has a railcar fleet for lease of approximately 4,450 railcars,
and we also operate a separate lease fleet through AEP Leasing with a railcar fleet for lease of 2,975 railcars. ARI also provides
services for railcar fleets including critical railcar repair, maintenance, engineering and fleet management services. ARI also
manufactures other industrial products, primarily aluminum and special alloy steel castings. ARI's fleet management services include
maintenance, engineering and field services for railcars owned by certain customers. Such services include maintenance planning,
project management, tracking and tracing, regulatory compliance, mileage audit, rolling stock taxes and online service access.
On September 20, 2013, American Entertainment Properties Corporation, a wholly owned subsidiary of ours and the parent
company of AEP Rail Corp ("AEP"), entered into a transaction with American Railcar Leasing, LLC ("ARL"), a company wholly
owned and controlled by Carl C. Icahn. ARL is a wholly owned subsidiary of IRL Holding LLC ("IRL") and owns a railcar lease
fleet of approximately 27,000 railcars. Prior to the closing of the transaction, which took place on October 2, 2013, AEP bought out
the remainder of a management contract between AEP Leasing LLC ("AEP Leasing") and ARL for $21 million, and ARL distributed
$71 million in cash and $171 million in notes receivable (including interest accrued) to its parent company, IRL. Pursuant to a
contribution agreement dated September 20, 2013 by and among AEP, IRL, ARL and IEP Energy Holding LLC (the "ARL
Contribution Agreement"), at the closing of the transaction, AEP contributed $279 million in cash to ARL, and, on January 1, 2014,
contributed the fair market value of its 100% ownership interest in AEP Leasing to ARL, for aggregate consideration consisting of a
75% membership interest in ARL ("New ARL"), which then incurred additional debt of $381 million. Pursuant to the ARL
Contribution Agreement, New ARL distributed $381 million in cash to IRL on February 24, 2014.
New ARL is an entity under common control with us. Accordingly, our consolidated financial statements and the related notes
thereto include the assets and operations of New ARL for all periods presented. In addition, all earnings and capital transactions
prior to our investment in New ARL are allocated to non-controlling interests.
Gaming. We conduct our Gaming segment through our 67.9% ownership, as of December 31, 2013, in Tropicana Entertainment
Inc. ("Tropicana"). Tropicana currently owns and operates a diversified, multi-jurisdictional collection of casino gaming properties.
The eight casino facilities it operates feature approximately 371,600 square feet of gaming space with 6,941 slot machines, 217 table
games and 6,032 hotel rooms with three casino facilities located in Nevada and one in each of Mississippi, Indiana, Louisiana, New
Jersey and Aruba. We acquired our ownership in Tropicana through distressed debt and subsequent equity purchases. In 2010,
Tropicana emerged from bankruptcy following which we replaced management and improved performance. Through a highly
analytical approach to operations, Tropicana management has identified programs that are designed to enhance marketing, improve
hotel utilization, optimize product mix and reduce expenses. Tropicana has also reinvested in its properties by upgrading hotel rooms,
refreshing casino floor products tailored for each regional market and pursuing strong brands for restaurant and retail opportunities.
Tropicana intends to pursue acquisition opportunities where it can expand into attractive regional markets and leverage the Tropicana
brand name and customer base. In addition, we are monitoring the prospects of Internet gaming and intend to pursue the opportunity if
and when it is legalized.
As previously disclosed, on August 16, 2013, Tropicana St. Louis LLC (the "Buyer"), a Delaware limited liability company and a
wholly owned subsidiary of Tropicana, entered into an Equity Interest Purchase Agreement (the "Purchase Agreement") with
Pinnacle Entertainment, Inc. ("Pinnacle"), Casino Magic, LLC ("Casino Magic" and together with Pinnacle, the "Sellers"), Casino
One Corporation (the "Target"), PNK (ES), LLC ("ES"), PNK (ST. LOUIS RE), LLC ("RE") and PNK (STLH), LLC ("STLH").
Casino Magic is the beneficial and record owner of all of the issued and outstanding stock of the Target (the
4

9 of 168
4/25/2014 10:09 AM

http://www.sec.gov/Archives/edgar/data/813762/000114420414024578/...

TABLE OF CONTENTS
"Target Stock"). Pinnacle is the beneficial and record owner of all of the issued and outstanding membership interests of ES, RE and
STLH (and together with the Target Stock, the "Equity Interests"). The Purchase Agreement provides that, upon the terms and subject
to the conditions set forth therein, the Buyer has agreed to purchase all of the Equity Interests in exchange for $260 million in cash,
subject to adjustment (the "Tropicana Transactions"). If the Tropicana Transactions are consummated, the Buyer would acquire the
Lumiére Place Casino, Hotel Lumiére, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri.
The Purchase Agreement contains customary representations, warranties and covenants by the Buyer and the Sellers, including an
agreement by each of the parties to use commercially reasonable efforts to consummate the Tropicana Transactions. Completion of the
Tropicana Transactions is subject to various conditions, including, among others, regulatory approvals from the Missouri Gaming
Commission and the U.S. Federal Trade Commission (the "FTC"). FTC approval was received in January 2014. The transaction is
expected to close in early 2014, although Tropicana can make no assurances that the conditions will be satisfied or that the sale will
be consummated in a timely manner, if at all.
Food Packaging. We conduct our Food Packaging segment through our 73.5% ownership, as of December 31, 2013, in Viskase
Companies, Inc. ("Viskase"). Viskase is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for
the processed meat and poultry industry. Viskase currently operates nine manufacturing facilities and ten distribution centers
throughout North America, Europe, South America and Asia and derives approximately 70% of its total net sales from customers
located outside the United States. Viskase believes it is one of the two largest manufacturers of non-edible cellulosic casings for
processed meats and one of the three largest manufacturers of non-edible fibrous casings. While developed markets remain a steady
source of demand for Viskase's products, we believe that future growth will be driven significantly by the growing middle class in
emerging markets. As per capita income increases in these emerging economies, we expect protein consumption to increase. We
believe that this will create significant demand for meat-related products, such as sausages, hot dogs and luncheon meats, which are
some of the most affordable sources of protein and represent the primary sources of demand for Viskase casings. Viskase is
aggressively pursuing this emerging market opportunity. Since 2007, sales to emerging economies have grown on average 12.5% per
year, and in 2013 accounted for approximately 70% of total company sales through December 31, 2013 compared to 36% in 2007. In
2012, Viskase completed a new finishing center in the Philippines and expanded its capacity in Brazil. Artificial casings are
technically difficult to make and the challenges of producing quality casings that meet stringent food related regulatory requirements
are significant. In addition, there are significant barriers to entry in building the manufacturing facilities and obtaining the regulatory
permits necessary to meaningfully participate in the industry. Viskase had invested approximately $120 million of capital from 2009
through 2012 to meet the increasing emerging market demand. A significant portion of that investment was made in 2011 and 2012,
which has benefitted the financial results in 2013.
Real Estate. Our Real Estate segment consists of rental real estate, property development and resort activities. As of December
31, 2013, we owned 29 commercial rental real estate properties. Our property development operations are run primarily through
Bayswater Development LLC, a real estate investment, management and development subsidiary that focuses primarily on the
construction and sale of single-family and multi-family homes, lots in subdivisions and planned communities and raw land for
residential development. Our New Seabury development property in Cape Cod, Massachusetts and our Grand Harbor and Oak
Harbor development property in Vero Beach, Florida include land for future residential development of approximately 271 and 1,325
units of residential housing, respectively. Both developments operate golf and resort operations as well. In addition, our Real Estate
segment owns an unfinished development property which is located on approximately 23 acres in Las Vegas, Nevada.
Home Fashion. We conduct our Home Fashion segment through our indirect wholly owned subsidiary, WestPoint Home LLC
("WPH"), a manufacturer and distributor of home fashion consumer products. WPH is engaged in the business of designing,
marketing, manufacturing, sourcing, distributing and selling home fashion consumer products. WPH markets a broad range of
manufactured and sourced bed and bath products, including sheets, pillowcases, bedspreads, quilts, comforters and duvet covers, bath
and beach towels, bath accessories, bed skirts, bed pillows, flocked blankets, woven blankets and throws, and mattress pads. WPH
5

10 of 168
4/25/2014 10:09 AM