Net Income Per LP Unit

3 Months Ended

Mar. 31, 2017

Net Income Per LP Unit.

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:



	Three Months Ended March 31,
	2017			2016
	(in millions, except per unit data)
Net loss attributable to Icahn Enterprises	$	(18	)	$	(837	)
Net loss attributable to Icahn Enterprises allocable to limited partners (98.01% allocation)	$	(18	)	$	(820	)

Basic and diluted loss per LP unit	$	(0.12	)	$	(6.21	)
Basic and diluted weighted average LP units outstanding	149			132

As there effect would have been anti-dilutive, 1 million weighted average units have been excluded from the calculation of diluted income per LP unit for each of the three months ended March 31, 2017 and 2016 relating to potentially dilutive units as discussed below.

Icahn Enterprises Rights Offering

In January 2017, Icahn Enterprises commenced a rights offering entitling holders of the rights to acquire newly issued depositary units of Icahn Enterprises. The rights offering, which expired on February 22, 2017, was fully subscribed with total basic subscription rights and over-subscription rights being exercised resulting in a total of 11,171,104 depositary units issued on March 1, 2017 and for aggregate proceeds of $600 million. Affiliates of Mr. Icahn fully exercised all of the basic subscription rights and over-subscription rights allocated to them in the rights offering aggregating 10,525,105 additional depositary units.

LP Unit Distribution

On February 27, 2017, Icahn Enterprises declared a quarterly distribution in the amount of $1.50 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 18, 2017, Icahn Enterprises distributed an aggregate 4,335,685 depositary units to unit holders electing to receive depositary units in connection with this distribution.

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 $239 million as the unit distribution had not been made as of March 31, 2017. In addition, the unit distribution liability, which is included in accrued expenses and other liabilities in the condensed consolidated balance sheets, is considered a potentially dilutive security and is considered 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. Mr. Icahn and his affiliates elected to receive their proportionate share of the quarterly distribution in depositary units.

2017 Incentive Plan

During the three months ended March 31, 2017, Icahn Enterprises distributed 672 depositary units, net of payroll withholdings, with respect to certain restricted depositary units that vested during the period in connection with the 2017 Incentive Plan. The aggregate impact of the 2017 Incentive Plan is not material with respect to our condensed consolidated financial statements, including the calculation of potentially dilutive units.