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Net Income (Loss) Per LP Unit

12 Months Ended

Dec. 31, 2024

Net Income (Loss) Per LP Unit

Net Income (Loss) Per LP Unit

14. Net Income (Loss) Per LP Unit

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,
	2024			2023			2022

	(in millions, except per unit amounts)
Net loss attributable to Icahn Enterprises from continuing operations	$	(445)		$	(684)		$	(183)
Net loss attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation)	$	(436)		$	(670)		$	(179)

Basic and diluted loss per LP unit	$	(0.94)		$	(1.75)		$	(0.57)
Basic and diluted weighted average LP units outstanding		466			382			316

(1)	Excludes an immaterial amount of unvested RSU awards during the years ended December 31, 2024, 2023 and 2022, due to their anti-dilutive impact.

GP Allocation

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.

LP Unit Transactions

The following table summarizes the changes in our outstanding depositary units during each of the years ended December 31, 2024, 2023 and 2022.


		Mr. Icahn and		Public
		Affiliates ⁽¹⁾		Unitholders		Total
December 31, 2022		299,997,624		53,574,558		353,572,182
Unit distributions		67,882,278		4,178,455		72,060,733
2017 Incentive Plan		—		4,973		4,973
At-the-market offerings		—		3,395,353		3,395,353
December 31, 2023		367,879,902		61,153,339		429,033,241
Unit distributions		82,908,268		4,987,820		87,896,088
At-the-market offerings		—		5,806,986		5,806,986
December 31, 2024		450,788,170		71,948,145		522,736,315

⁽¹⁾ Excluding us and Brett Icahn

Unit Distributions

During each of the years ended December 31, 2024, 2023 and 2022, we declared four quarterly distributions. Depositary unitholders were given the option to make an election to receive the distributions in either cash or additional depositary units. If a holder did not make a timely election, it was automatically deemed to have elected to receive the distributions in additional depositary units.

During the year ended December 31, 2024, we declared four quarterly distributions aggregating $3.50 per share. In connection with these distributions, we distributed an aggregate of 87,896,088 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 82,908,268 depositary units were distributed to Mr. Icahn and his affiliates. The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $383 million, of which $220 million was distributed to Mr. Icahn and his affiliates, for the year ended December 31, 2024.

During the year ended December 31, 2023, we declared four quarterly distributions aggregating $6.00 per share. In connection with these distributions, we distributed an aggregate of 72,060,733 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 67,882,278 depositary units were distributed to Mr. Icahn and his affiliates. The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $301 million, of which $70 was distributed to Mr. Icahn and his affiliates, for the year ended December 31, 2023.

At-The-Market Offerings

In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of its depositary units, from time to time, for up to $400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms. During the year ended December 31, 2024, Icahn Enterprises sold 5,806,986 depositary units pursuant to its current agreement, resulting in gross proceeds of $102 million. On August 26, 2024, we entered into a new Open Market Sales Agreement providing for sales of depositary units of up to $400 million. As of December 31, 2024, we continue to have effective Open Market Sale Agreements and Icahn Enterprises may sell its depositary units for up to an additional $47 million in aggregate gross sale proceeds pursuant to its Open Market Sales Agreement entered into November 21, 2022 and up to $400 million in aggregate gross sale proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024.

Repurchase Authorization

On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP. As of December 31, 2024, the Company has not repurchased any of the Company’s depositary units and the Company has repurchased $269 million worth of senior notes in aggregate under the Repurchase Program. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we are authorized to repurchase up to an additional $500 million worth of our outstanding fixed-rate senior notes, in addition to the approximately $269 million we have already repurchased under the Repurchase Program, and we remain authorized to repurchase up to $500 million of our depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

2017 Incentive Plan

During the years ended December 31, 2024, 2023 and 2022, we distributed depositary units to Brett Icahn 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 units distributed pursuant to 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.