Debt

12 Months Ended

Dec. 31, 2018

Debt.

Debt consists of the following:



	December 31,
	2018		2017
	(in millions)
Holding Company:
6.000% senior unsecured notes due 2020	$	1,702	$	1,703
5.875% senior unsecured notes due 2022	1,344		1,342
6.250% senior unsecured notes due 2022	1,213		1,216
6.750% senior unsecured notes due 2024	498		498
6.375% senior unsecured notes due 2025	748		748
	5,505		5,507
Reporting Segments:
Energy	1,170		1,166
Automotive	372		340
Food Packaging	273		273
Metals	—		1
Real Estate	2		22
Home Fashion	4		5
Mining	—		58
	1,821		1,865
Total Debt	$	7,326	$	7,372

Holding Company

Our Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. (the "Issuers") and guaranteed by Icahn Enterprises Holdings (the "Guarantor"). Interest on each of the senior unsecured notes are payable semi-annually.

On January 18, 2017, the Issuers issued $500 million in aggregate principal amount of 6.750% senior unsecured notes due 2024 and $695 million in aggregate principal amount of 6.250% senior unsecured notes due 2022. The proceeds from these notes were used to redeem all of the prior outstanding senior unsecured notes due 2017 and to pay accrued interest, related fees and expenses.

On December 6, 2017, the Issuers issued $750 million in aggregate principal amount of 6.375% senior unsecured notes due 2025 and an additional $510 million in aggregate principal amount of its existing 6.250% senior unsecured notes due 2022. The proceeds from these notes, together with cash on hand, were used to redeem all of the prior outstanding senior unsecured notes due 2019 and to pay accrued interest, related fees and expenses.

Icahn Enterprises recorded a loss on extinguishment of debt of $12 million in the fourth quarter of 2017 in connection with the debt transactions discussed above.

Each of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. All of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. All of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

The indentures governing our senior unsecured notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. In addition, the indentures require that on each quarterly determination date we and the guarantor of the

notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.

As of December 31, 2018 and 2017, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of December 31, 2018, based on covenants in the indentures governing our senior unsecured notes, we are permitted to incur approximately $2.0 billion of additional indebtedness.

Reporting Segments

Energy

CVR Energy's debt primarily consists of a $500 million second lien senior unsecured note (issued by CVR Refining) and a $645 million senior secured note (issued by CVR Partners) maturing in 2022 and 2023, respectively, and with interest rates of 6.50% and 9.25%, respectively. Interest for each of these notes are accrued and paid based on contractual terms.

The second lien senior unsecured notes were fully and unconditionally guaranteed by CVR Refining and each of its' finance subsidiaries' existing domestic subsidiaries on a joint and several basis as of December 31, 2018. On January 29, 2019, the second lien senior unsecured notes were amended such that CVR Refining was replaced by CVR Energy as the primary guarantor, on a senior unsecured basis. The senior secured notes are guaranteed on a senior secured basis by all of CVR Partner's existing subsidiaries. CVR Energy is not a guarantor of these notes. The indentures governing these notes contain certain covenants that restrict the ability of the issuers and subsidiary guarantors to issue debt, incur or otherwise cause liens to exist on any of their property or assets, declare or pay dividends, repurchase equity, make payments on subordinated or unsecured debt, make certain investments, sell certain assets, merge, consolidate with or into another entity, or sell all or substantially all of their assets or enter into certain transactions with affiliates.

As of December 31, 2018 and 2017, total availability under CVR Refining and CVR Partners variable rate asset based revolving credit facilities aggregated $444 million and $382 million, respectively. CVR Refining also had $6 million and $28 million of letters of credit outstanding as of December 31, 2018 and 2017.

Automotive

Icahn Automotive's debt primarily consists of an asset-based revolving credit facility and a first in-last out revolving credit facility, each with variable interest rates. Icahn Automotive debt outstanding under these credit facilities was $370 million and $337 million as of December 31, 2018 and 2017, respectively, with maturity dates ranging from 2018 and 2022. Interest for each of these notes are accrued and paid based on contractual terms. The weighted average interest rate on these notes was 4.37% and 3.58% as of December 31, 2018 and 2017, respectively. Substantially all of Icahn Automotive's assets are pledged as collateral under the above credit facilities.

As of December 31, 2018 and 2017, there was availability under revolving credit facilities of $90 million and $75 million, respectively. Icahn Automotive also had $40 million and $33 million of letters of credit outstanding as of December 31, 2018 and 2017.

Food Packaging

Viskase's debt primarily consists of a credit agreement providing for a senior secured term loan facility issued in 2014 and maturing in 2021. Interest for this note is accrued and paid based on contractual terms. The interest rate on this note was 6.05% and 4.88% as of December 31, 2018 and 2017, respectively.

Covenants

All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument. These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions.

Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the consolidated statements of operations were $5 million, $10 million and $14 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Consolidated Maturities

The following is a summary of the maturities of our debt:



Year	Amount
	(in millions)
2019	$	27
2020	1,718
2021	620
2022	3,059
2023	648
Thereafter	1,280
	7,352
Unamortized discounts, premiums and deferred financing fees	(26		)
Total Debt	$	7,326