Net Income (Loss) Per LP Unit

3 Months Ended

Mar. 31, 2025

Net Income (Loss) Per LP Unit

Net Income (Loss) Per LP Unit

11. Net Income (Loss) Per LP Unit

The components of the computation of basic and diluted income per LP unit of Icahn Enterprises are as follows:

	Three Months Ended March 31,
	2025		2024
Net loss attributable to Icahn Enterprises	$	(422)	$	(38)
Net loss attributable to Icahn Enterprises allocated to limited partners (98.01% allocation)	$	(414)	$	(37)
Basic and diluted income (loss) per LP unit:	$	(0.79)	$	(0.09)
Basic and diluted weighted average LP units outstanding (1)		523		429

(1) As their effect would have been anti-dilutive, approximately 13 million and ten million weighted average units have been excluded from the calculation of diluted net income per LP unit for the three months ended March 31, 2025 and 2024, respectively.

LP Unit Transactions

Unit Distributions

On February 24, 2025, we declared a quarterly distribution in the amount of $0.50 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units. Because the depositary unitholders had the election to receive the distribution either in cash or additional depositary units, we recorded a unit distribution liability of $267 million as the unit distribution had not been made as of March 31, 2025. 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.

In April 2025, we distributed 23,349,786 depositary units to unitholders who did not elect to receive cash, of which 21,962,413 depositary units were distributed to Mr. Icahn and his affiliates. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $75 million, of which $50 million was distributed to Mr. Icahn and his affiliates in April 2025.

At-The-Market Offerings

As of March 31, 2025, 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 March 31, 2025, 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.