Net Income Per LP Unit.

For Icahn Enterprises, basic income per LP unit is based on net income attributable to Icahn Enterprises allocable to limited partners. Net income allocable to limited partners is divided by the weighted-average number of LP units outstanding. Diluted income per LP unit is based on basic income adjusted for interest charges applicable to the variable rate notes as well as the weighted-average number of units and equivalent units outstanding.

The following table sets forth the allocation of net income attributable to Icahn Enterprises allocable to limited partners and the computation of basic and diluted income per LP unit of Icahn Enterprises for the periods indicated:



	Three Months Ended March 31,
	2013		2012
	(in millions, except per unit data)
Net income attributable to Icahn Enterprises	$	277	$	49
Net income attributable to Icahn Enterprises allocable to limited partners (98.01% allocation)	$	271	$	48

Basic income per LP unit	$	2.56	$	0.48
Basic weighted average LP units outstanding	106		99

Dilutive effect of variable rate convertible notes:
Income	$	2
Units	2

Dilutive effect of unit distribution declared:
Income	$	—
Units	1

Diluted income per LP unit	$	2.50	$	0.48
Diluted weighted average LP units outstanding	109		99

Because their effect would have been anti-dilutive, 5 million equivalent units relating to our variable rate notes have been excluded from diluted weighted average LP units outstanding for the three months ended March 31, 2012.

Equity Offering

On February 28, 2013, Icahn Enterprises entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies & Company, Inc. (“Underwriter”), providing for the issuance and purchase of an aggregate of 3,174,604 depositary units representing limited partner interests in Icahn Enterprises at a price to the public of $63.00 per depositary unit (“Equity Offering”). The depositary units were delivered to the unitholders on March 6, 2013, raising $194 million after deducting underwriting discounts, commissions and other offering related fees and expenses. In connection with this offering, our general partner made an aggregate contribution of $4 million to Icahn Enterprises and Icahn Enterprises Holdings in order to maintain its 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings.

Pursuant to the Underwriting Agreement, Icahn Enterprises also granted the Underwriter a 30-day option to purchase up to 476,191 additional depositary units at the same public offering price, which the underwriter did not exercise.

The issuance and purchase of the depositary units in connection with the Equity Offering is registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-333-158705) filed by Icahn Enterprises with the SEC on April 22, 2009 and declared effective by the SEC on May 17, 2010.

We intend to use the net proceeds from the Equity Offering for general partnership purposes, which may include investments in operating subsidiaries and potential acquisitions in accordance with our investment strategy.

Unit Distribution

On February 10, 2013, Icahn Enterprises declared a quarterly distribution in the amount of $1.00 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on April 15, 2013, Icahn Enterprises distributed an aggregate 1,521,946 depositary units to unit holders electing to receive depositary units in connection with this distribution. Mr. Icahn and his affiliates elected to receive a majority of their proportionate share of this distribution in depositary units. As of May 2, 2013, Mr. Icahn and his affiliates owned 90.6% of Icahn Enterprises outstanding depositary units.

Because the depositary unit holder has the election to receive the distribution either in cash or additional depositary units, we recorded a unit distribution liability of $105 million on our consolidated balance sheets as the unit distribution had not been made as of March 31, 2013. In addition, the unit distribution liability is considered a potentially dilutive security and is included in the calculation of diluted income per LP unit as disclosed above. Any difference between the liability recorded and the amount representing the aggregate value of the number of depositary units distributed and cash paid would be charged to equity.