Debt

9 Months Ended

Sep. 30, 2024

Debt

Debt

12.  Debt

Debt consists of the following:

	September 30,		December 31,
	2024		2023
	(in millions)
Holding Company:
6.375% senior unsecured notes due 2025	$	—	$	749
6.250% senior unsecured notes due 2026		1,198		1,238
5.250% senior unsecured notes due 2027		1,384		1,454
4.375% senior unsecured notes due 2029		656		708
9.750% senior unsecured notes due 2029		698		698
9.000% senior unsecured notes due 2030		747		—
		4,683		4,847
Reporting Segments:
Energy		1,582		2,185
Automotive		24		33
Food Packaging		142		133
Real Estate		2		1
Home Fashion		14		8
		1,764		2,360
Total Debt	$	6,447	$	7,207

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. (together the “Issuers”) and guaranteed by Icahn Enterprise Holdings (the “Guarantor”). Interest on each tranche of the senior unsecured notes is payable semi-annually.

In April 2024, we sold $12 million in aggregate principal amount of our 6.250% senior unsecured notes due 2026 and $5 million in aggregate principal amount of our 5.250% senior unsecured notes due 2027, both previously repurchased and held in treasury, in the open market.

In May 2024, the Issuers issued $750 million in aggregate principal amount of 9.000% senior unsecured notes due 2030. The net proceeds from the issuance were used to redeem the remaining outstanding 6.375% senior unsecured notes due 2025 in full on June 13, 2024.

In August and September of 2024, we repurchased in the open market approximately $52 million aggregate principal amount of our 6.250% senior unsecured notes due 2026, $73 million aggregate principal amount of our 5.250% senior unsecured notes due 2027 and $52 million aggregate principal amount of our 4.375% senior unsecured notes due 2029 for total cash paid of $168 million and a total aggregate principal amount of $177 million of our senior unsecured notes repurchased.

In August 2024, we commenced an offer to exchange $700 million aggregate principal amount of our 9.750% senior notes due 2029 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $700 million in aggregate principal amount of our issued and outstanding, unregistered 9.750% senior notes due 2029 and $750 million aggregate principal amount of our 9.000% senior notes due 2030 that have been registered under the Securities Act for $750 million aggregate principal amount of our issued and outstanding, unregistered 9.000% senior notes due 2030. The offer expired on October 17, 2024.

Energy

In February 2024, CVR Energy redeemed all its $600 million in aggregate principal amount of 5.25% senior unsecured notes due 2025. As a result of this transaction, CVR Energy recognized a $1 million loss on extinguishment of debt for the nine months ended September 30, 2024.

As of September 30, 2024, total availability under CVR Energy’s Amended and Restated ABL Credit Agreement (“CVR Energy ABL”) and CVR Partners ABL Credit Agreement (“CVR Partners ABL”) facilities aggregated to $329 million. CVR Energy ABL had $24 million of letters of credit outstanding as of September 30, 2024. The CVR Energy ABL matures on June 30, 2027, and the CVR Partners ABL on September 26, 2028.

As permitted under the CVR Energy ABL, certain subsidiaries of CVR Energy entered into an Incremental Commitment Agreement on September 25, 2024 for an amount of $70 million, which increased the total aggregate principal amount available under the CVR Energy ABL from $275 million to $345 million.

Covenants

We and 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 condensed consolidated statements of operations were less than $1 million and $2 million for each of the three months ended September 30, 2024 and 2023, respectively, and $2 million and $4 million for each of the nine months ended September 30, 2024 and 2023, respectively.