Net Income (Loss) Per LP Unit

12 Months Ended

Dec. 31, 2023

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,
	2023		2022		2021
	(in millions, except per unit amounts)
Net loss attributable to Icahn Enterprises from continuing operations	$	(684)	$	(183)	$	(518)
Less: net loss attributable to Icahn Enterprises from continuing operations allocated 100% to general partner		(13)		(4)		(98)
Net loss attributable to Icahn Enterprises from continuing operations allocable to limited partners	$	(697)	$	(187)	$	(616)
Net loss attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation)	$	(670)	$	(179)	$	(604)
Basic and diluted loss per LP unit	$	(1.75)	$	(0.57)	$	(2.32)
Basic and diluted weighted average LP units outstanding		382		316		260

(1) Excludes an immaterial amount of unvested RSU awards during the years ended December 31, 2023, 2022 and 2021, 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, 2023, 2022 and 2021.

	Mr. Icahn and	Public
	Affiliates (1)	Unitholders	Total
December 31, 2021	257,047,260	36,355,983	293,403,243
Unit distributions	42,950,364	2,569,961	45,520,325
2017 Incentive Plan	—	29,342	29,342
At-the-market offerings	—	14,619,272	14,619,272
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
(1) Excluding us and Brett Icahn

Unit Distributions

During each of the years ended December 31, 2023, 2022 and 2021, 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, 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 million was distributed to Mr. Icahn and his affiliates, for the year ended December 31, 2023.

During the year ended December 31, 2022, we declared four quarterly distributions aggregating $8.00 per share. In connection with these distributions, we distributed an aggregate of 45,520,325 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 42,950,364 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 $222 million, of which $0 was distributed to Mr. Icahn and his affiliates, for the year ended December 31, 2022.

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, 2023, Icahn Enterprises sold 3,395,353 depositary units pursuant to its current agreement, resulting in gross proceeds of $175 million. As of December 31, 2023, we continue to have an Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $149 million in aggregate gross sale proceeds pursuant to this agreement.

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 unsecured 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”). 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, 2023, the Company has not repurchased any of the Company’s depositary units and the Company has repurchased $92 million worth of senior notes in aggregate under the Repurchase Program.

2017 Incentive Plan

During the years ended December 31, 2023, 2022 and 2021, 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.