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 for the three and nine months ended September 30, 2014 and 2013 are as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014		2013
	(in millions, except per unit data)
Net (loss) income attributable to Icahn Enterprises	$	(355	)	$	472	$	105	$	803
Net (loss) income attributable to Icahn Enterprises allocable to limited partners (98.01% allocation)	$	(348	)	$	463	$	103	$	787

Basic (loss) income per LP unit	$	(2.90	)	$	4.13	$	0.87	$	7.22
Basic weighted average LP units outstanding	120			112		118		109

Dilutive effect of variable rate convertible notes:
Income								$	2
Units								1

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

Diluted (loss) income per LP unit	$	(2.90	)	$	4.10	$	0.87	$	7.17
Diluted weighted average LP units outstanding	120			113		118		110

Equity Offering

On February 28, 2013, Icahn Enterprises entered into an underwriting agreement (the “February 2013 Underwriting Agreement”) with Jefferies & Company, Inc., 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. The depositary units were delivered to the unitholders on March 6, 2013. Pursuant to the February 2013 Underwriting Agreement, Icahn Enterprises also granted Jefferies & Company, Inc. a 30-day option to purchase up to 476,191 additional depositary units at the same public offering price, which expired unexercised.

Net proceeds from this equity offering were $194 million during the nine months ended September 30, 2013 after deducting underwriting discounts, commissions and other offering related fees and expenses. Additionally, in connection with this equity offering, our general partner made aggregate contributions of $4 million to Icahn Enterprises and Icahn Enterprises Holdings during the nine months ended September 30, 2013 in order to maintain its 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings.

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

Unit Distribution

On February 25, 2014, 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 22, 2014, Icahn Enterprises distributed an aggregate 1,574,448 depositary units to unit holders electing to receive depositary units in connection with this distribution.

On May 5, 2014, 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 June 30, 2014, Icahn Enterprises distributed an aggregate 1,555,003 depositary units to unit holders electing to receive depositary units in connection with this distribution.

On July 31, 2014, 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 September 25, 2014, Icahn Enterprises distributed an aggregate 1,446,074 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 these distributions in depositary units. As of November 3, 2014, Mr. Icahn and his affiliates owned 88.3% of Icahn Enterprises outstanding depositary units.