cvi-20231030
0001376139false00013761392023-10-302023-10-30



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________

Date of Report (Date of earliest event reported): October 30, 2023

CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3349261-1512186
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCVIThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02. Results of Operations and Financial Condition.

On October 30, 2023, CVR Energy, Inc. (the “Company”) issued a press release announcing information regarding its results of operations and financial condition for the three months ended September 30, 2023, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (“Current Report”) and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report (including Exhibit 99.1) is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Company or its affiliates.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being “furnished” as part of this Current Report on Form 8-K:
Exhibit
Number

Exhibit Description
99.1
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2023
CVR Energy, Inc.
By:/s/ Dane J. Neumann
Dane J. Neumann
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary


Document

Exhibit 99.1

https://cdn.kscope.io/473cc5f6a9a30898453ab180883dfbcd-cvilogoa09a.gif

CVR Energy Reports Third Quarter 2023 Results,
Announces a Cash Dividend of 50 cents and a Special Dividend of $1.50

SUGAR LAND, Texas (October 30, 2023) CVR Energy, Inc. (“CVR Energy” or the “Company”) (NYSE: CVI) today announced net income of $353 million, or $3.51 per diluted share, on net sales of $2.5 billion for the third quarter of 2023, compared to net income of $93 million, or 92 cents per diluted share, on net sales of $2.7 billion for the third quarter of 2022. Adjusted earnings for the third quarter of 2023 was $1.89 per diluted share compared to adjusted earnings of $1.90 per diluted share in the third quarter of 2022. Third quarter 2023 EBITDA was $530 million, compared to third quarter 2022 EBITDA of $181 million. Adjusted EBITDA for the third quarter of 2023 was $313 million, compared to Adjusted EBITDA of $313 million in the third quarter of 2022.

“CVR Energy achieved solid results for the 2023 third quarter driven by continued strong crack spreads,” said Dave Lamp, CVR Energy’s Chief Executive Officer. “In addition to our third quarter 2023 cash dividend of 50 cents, our Board of Directors was pleased to approve a special dividend of $1.50 per share, bringing our year-to-date declared dividends to $4.00 per share.

“CVR Partners posted solid operating results for the 2023 third quarter driven by safe, reliable operations with a combined ammonia production rate of 99 percent,” Lamp said. “CVR Partners also announced a cash distribution of $1.55 per common unit for the 2023 third quarter.”

Petroleum

The Petroleum Segment reported third quarter 2023 operating income of $431 million on net sales of $2.3 billion, compared to operating income of $137 million on net sales of $2.5 billion in the third quarter of 2022.

Refining margin per total throughput barrel was $31.05 in the third quarter of 2023, compared to $16.56 during the same period in 2022. The increase in refining margin of $300 million was primarily due to lower Renewable Fuel Standard (“RFS”) related expense and favorable inventory valuations. The Group 3 2-1-1 crack spread decreased by $4.84 per barrel relative to the third quarter of 2022, driven by a tightening distillate crack spread due primarily to recession concerns and slowing demand trends.

The Petroleum Segment recognized costs to comply with the RFS of $90 million, or $4.64 per throughput barrel, which excludes the RINs’ revaluation benefit impact of $173 million, or $8.88 per total throughput barrel, for the third quarter of 2023. This is compared to RFS compliance costs of $98 million, or $5.28 per throughput barrel, which excludes the RINs’ revaluation expense impact of $38 million, or $2.06 per total throughput barrel, for the third quarter of 2022. The decrease in RFS compliance costs in 2023 was primarily related to a decrease in RIN prices, coupled with an increase in RINs generated by ethanol and biodiesel blending for the third quarter of 2023 compared to the 2022 period. The favorable RINs’ revaluation in 2023 was a result of a mark-to-market benefit in the current period due to a decline in RIN prices and a lower outstanding obligation in the current period compared to the 2022 period.

The Petroleum Segment also recognized a third quarter 2023 derivative net loss of $98 million, or $5.01 per total throughput barrel, compared to a derivative net gain of $13 million, or 71 cents per total throughput barrel, for the third quarter of 2022. Included in this derivative net loss for the third quarter of 2023 was a $53 million unrealized loss, primarily a result of crack spread swaps, inventory hedging activity and Canadian crude forward purchases and sales, compared to a $25 million unrealized gain for the third quarter of 2022. Offsetting these impacts, crude oil prices increased during the quarter, which led to a favorable inventory valuation impact of $82 million, or $4.18 per total throughput barrel, compared to an unfavorable inventory valuation impact of $107 million, or $5.78 per total throughput barrel, during the third quarter of 2022.

1


Third quarter 2023 combined total throughput was approximately 212,000 bpd, compared to approximately 202,000 bpd of combined total throughput for the third quarter of 2022.

Nitrogen Fertilizer

The Nitrogen Fertilizer Segment reported operating income of $8 million on net sales of $131 million for the third quarter of 2023, compared to an operating loss of $12 million on net sales of $156 million for the third quarter of 2022.

CVR Partners, LP’s (“CVR Partners”) fertilizer facilities produced a combined 217,000 tons of ammonia during the third quarter of 2023, of which 68,000 net tons were available for sale while the rest was upgraded to other fertilizer products, including 358,000 tons of urea ammonia nitrate (“UAN”). During the third quarter 2022, the fertilizer facilities produced 114,000 tons of ammonia, of which 36,000 net tons were available for sale while the remainder was upgraded to other fertilizer products, including 184,000 tons of UAN. These increases were due to operating reliability after completing the planned turnarounds at both fertilizer facilities during the third quarter of 2022.

Third quarter 2023 average realized gate prices for UAN showed a reduction over the prior year, down 48 percent to $223 per ton, and ammonia was down 56 percent over the prior year to $365 per ton. Average realized gate prices for UAN and ammonia were $433 and $837 per ton, respectively, for the third quarter of 2022.

Corporate and Other

The Company reported an income tax expense of $84 million, or 19.3 percent of income before income taxes, for the three months ended September 30, 2023, as compared to an income tax expense of $7 million, or 8.3 percent of income before income taxes, for the three months ended September 30, 2022. The increases in income tax expense and effective tax rate were due primarily to changes in pretax earnings and earnings attributable to noncontrolling interest.

The renewable diesel unit at the Wynnewood refinery continued to increase production, with total vegetable oil throughputs for the third quarter of 2023 of approximately 23.8 million gallons, up from 17.7 million gallons in the third quarter of 2022. The increase was due primarily to operations at the renewable diesel unit still ramping up in the third quarter of 2022 as this was the first full quarter of operations after the unit’s completion in April 2022.

Cash, Debt and Dividend

Consolidated cash and cash equivalents were $889 million at September 30, 2023, an increase of $379 million from December 31, 2022. Consolidated total debt and finance lease obligations were $1.6 billion at September 30, 2023, including $547 million held by the Nitrogen Fertilizer Segment.

On September 26, 2023, CVR Partners and certain of its subsidiaries entered into Amendment No. 1 to the Credit Agreement (the “ABL Amendment”). The ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “Nitrogen Fertilizer ABL”), to, among other things, (i) increase the aggregate principal amount available under the credit facility by an additional $15 million to a total of $50 million in the aggregate, with an incremental facility of an additional $15 million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional four years to September 26, 2028. The proceeds of the Nitrogen Fertilizer ABL may be used to fund working capital, capital expenditures and for other general corporate purposes.

CVR Energy announced a third quarter 2023 cash dividend of 50 cents per share. In addition, the Company announced a special dividend of $1.50 per share. The quarterly and special dividends, as declared by CVR Energy’s Board of Directors, will be paid on November 20, 2023, to stockholders of record as of November 13, 2023.

Today, CVR Partners announced that the Board of Directors of its general partner declared a third quarter 2023 cash distribution of $1.55 per common unit, which will be paid on November 20, 2023, to common unitholders of record as of November 13, 2023.

Third Quarter 2023 Earnings Conference Call

CVR Energy previously announced that it will host its third quarter 2023 Earnings Conference Call on Tuesday, October 31, at 1 p.m. Eastern. The Earnings Conference Call may also include discussion of Company developments, forward-looking information and other material information about business and financial matters.

2


The third quarter 2023 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Energy’s website at www.CVREnergy.com. For investors or analysts who want to participate during the call, the dial-in number is (877) 407-8291. The webcast will be archived and available for 14 days at https://edge.media-server.com/mmc/p/ez75egze. A repeat of the call also can be accessed for 14 days by dialing (877) 660-6853, conference ID 13741665.

Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: drivers of results; crack spreads, including the continued strength thereof; production rates of CVR Partners, including the impact thereof on results; net income and sales; adjusted earnings including the drivers thereof; EBITDA and Adjusted EBITDA; operating income; net sales; refining margin and the drivers thereof; RFS expense; inventory valuation impacts; crack spreads, including the tightening of distillate cracks; recession; demand trends; cost to comply with the Renewable Fuel Standard, RIN prices and level and valuation of our net RVO; CVR Energy’s blending activity, including its impact on RFS compliance costs; derivative activities and realized and unrealized gains or losses associated therewith; crude oil pricing; throughput rates, including factors impacting same; crude oil supply; UAN, ammonia and nitrogen fertilizer production, demand, pricing and sales volumes, including the factors impacting same; rates at which ammonia will be upgraded to other fertilizer products; operational reliability, including the factors impacting same; tax rates and expense; quarterly and special dividends and distributions, including the timing, payment and amount (if any) thereof; production rates of our renewable diesel unit and related feedstock throughput, including factors impacting same; any decision to return a unit back to hydrocarbon processing following renewable conversion; cash and cash equivalent levels; credit facility availability; continued safe and reliable operations; operating expenses, capital expenditures, depreciation and amortization and turnaround expense; the expected timing and completion of turnaround projects; renewables initiatives; conversion of hydrocrackers at Coffeyville and/or feed pretreaters, including the completion, operation, capacities, timing, costs, optionality and benefits thereof; carbon capture and decarbonization initiatives; labor supply shortages, labor difficulties, labor disputes or strikes; utilization rates; global fertilizer industry conditions; crop and planting conditions; natural gas and global energy costs; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including the rate of any economic improvement, demand for fossil fuels, price volatility of crude oil, other feedstocks and refined products (among others); the ability of the Company to pay cash dividends and CVR Partners to make cash distributions; potential operating hazards; costs of compliance with existing, or compliance with new, laws and regulations and potential liabilities arising therefrom; impacts of planting season on CVR Partners; our controlling shareholder’s intention regarding ownership of our common stock, including any dispositions of our common stock; the health and economic effects of the COVID-19 pandemic and any variant thereof; general economic and business conditions; political disturbances, geopolitical instability and tensions, and associated changes in global trade policies and economic sanctions, including, but not limited to, in connection with the Russia/Ukraine and Israel/Hamas conflicts; impacts of plant outages and weather events on throughput volume; risks related to the conclusion of consideration of a spin-off of some or all of Company’s interests in its nitrogen fertilizer business or potential future reconsideration thereof; our ability to refinance our debt on acceptable terms or at all; and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the renewables, petroleum refining and marketing business as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners. CVR Energy subsidiaries serve as the general partner and own 37 percent of the common units of CVR Partners.

Investors and others should note that CVR Energy may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of its website. CVR Energy may use these channels to distribute material information about the Company and to communicate important information about the Company, corporate initiatives and other matters. Information that CVR Energy posts on its website could be deemed material; therefore, CVR Energy
3


encourages investors, the media, its customers, business partners and others interested in the Company to review the information posted on its website.

For further information, please contact:

Investor Relations
Richard Roberts
CVR Energy, Inc.
(281) 207-3205
InvestorRelations@CVREnergy.com

Media Relations
Brandee Stephens
CVR Energy, Inc.
(281) 207-3516
MediaRelations@CVREnergy.com
4


Non-GAAP Measures

Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.

The following are non-GAAP measures we present for the period ended September 30, 2023:

EBITDA - Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

Petroleum EBITDA and Nitrogen Fertilizer EBITDA - Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.

Refining Margin - The difference between our Petroleum Segment net sales and cost of materials and other.

Refining Margin, adjusted for Inventory Valuation Impacts - Refining Margin adjusted to exclude the impact of current period market price and volume fluctuations on crude oil and refined product inventories purchased in prior periods and lower of cost or net realizable value adjustments, if applicable. We record our commodity inventories on the first-in-first-out basis. As a result, significant current period fluctuations in market prices and the volumes we hold in inventory can have favorable or unfavorable impacts on our refining margins as compared to similar metrics used by other publicly-traded companies in the refining industry.

Refining Margin and Refining Margin adjusted for Inventory Valuation Impacts, per Throughput Barrel - Refining Margin and Refining Margin adjusted for Inventory Valuation Impacts divided by the total throughput barrels during the period, which is calculated as total throughput barrels per day times the number of days in the period.

Direct Operating Expenses per Throughput Barrel - Direct operating expenses for our Petroleum Segment divided by total throughput barrels for the period, which is calculated as total throughput barrels per day times the number of days in the period.

Adjusted EBITDA, Adjusted Petroleum EBITDA and Adjusted Nitrogen Fertilizer EBITDA - EBITDA, Petroleum EBITDA and Nitrogen Fertilizer EBITDA adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.

Adjusted Earnings (Loss) per Share - Earnings (loss) per share adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.

Free Cash Flow - Net cash provided by (used in) operating activities less capital expenditures and capitalized turnaround expenditures.

Net Debt and Finance Lease Obligations - Net debt and finance lease obligations is total debt and finance lease obligations reduced for cash and cash equivalents.

Total Debt and Net Debt and Finance Lease Obligations to EBITDA Exclusive of Nitrogen Fertilizer - Total debt and net debt and finance lease obligations is calculated as the consolidated debt and net debt and finance lease obligations less the Nitrogen Fertilizer Segment’s debt and net debt and finance lease obligations as of the most recent period ended divided by EBITDA exclusive of the Nitrogen Fertilizer Segment for the most recent twelve-month period.

We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations and liquidity in conjunction with our U.S. GAAP results, including but not limited to our operating performance as compared to other publicly-traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital expenditures. Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

5


Factors Affecting Comparability of Our Financial Results

Petroleum Segment

Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future due to capitalized expenditures as part of planned turnarounds. Total capitalized expenditures were $2 million and $4 million during the three months ended September 30, 2023 and 2022, respectively, and $53 million and $73 million during the nine months ended September 30, 2023 and 2022, respectively. The next planned turnarounds are currently scheduled to take place in the spring of 2024 at the Wynnewood Refinery and in 2025 at the Coffeyville Refinery.

Nitrogen Fertilizer Segment

Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future due to expenses incurred as part of planned turnarounds. We incurred turnaround expenses of $1 million and $31 million during the three months ended September 30, 2023 and 2022, respectively, and $2 million and $33 million during the nine months ended September 30, 2023 and 2022, respectively. The next planned turnarounds are currently scheduled to take place in 2025 at the Coffeyville Fertilizer Facility and in 2026 at the East Dubuque Fertilizer Facility.



6


CVR Energy, Inc.
(all information in this release is unaudited)

Consolidated Statement of Operations Data
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions, except per share data)2023202220232022
Net sales$2,522 $2,699 $7,045 $8,216 
Operating costs and expenses:
Cost of materials and other1,787 2,267 5,211 6,619 
Direct operating expenses (exclusive of depreciation and amortization)170 218 503 545 
Depreciation and amortization80 74 217 210 
Cost of sales2,037 2,559 5,931 7,374 
Selling, general and administrative expenses (exclusive of depreciation and amortization)38 35 109 110 
Depreciation and amortization1 4 
Loss on asset disposal1 1 
Operating income445 103 1,000 726 
Other (expense) income:
Interest expense, net(11)(19)(44)(67)
Other income (expense), net4 10 (81)
Income before income tax expense438 87 966 578 
Income tax expense84 185 106 
Net income354 80 781 472 
Less: Net income (loss) attributable to noncontrolling interest1 (13)103 121 
Net income attributable to CVR Energy stockholders$353 $93 $678 $351 
Basic and diluted earnings per share$3.51 $0.92 $6.74 $3.49 
Dividends declared per share$1.50 $3.00 $2.50 $3.40 
Adjusted earnings per share$1.89 $1.90 $4.98 $4.37 
EBITDA*$530 $181 $1,231 $860 
Adjusted EBITDA *$313 $313 $994 $979 
Weighted-average common shares outstanding - basic and diluted100.5 100.5 100.5 100.5 
*See “Non-GAAP Reconciliations” section below.

Selected Balance Sheet Data
(in millions)September 30, 2023December 31, 2022
Cash and cash equivalents
$889 $510 
Working capital
576 154 
Total assets
4,421 4,119 
Total debt and finance lease obligations, including current portion
1,590 1,591 
Total liabilities
3,269 3,328 
Total CVR stockholders’ equity
957 531 

7


Selected Cash Flow Data
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions)2023202220232022
Net cash provided by (used in):
Operating activities
$370 $156 $984 $868 
Investing activities
(51)(61)(181)(217)
Financing activities
(181)(370)(424)(543)
Net increase (decrease) in cash and cash equivalents and restricted cash$138 $(275)$379 $108 
Free cash flow*$318 $93 $802 $649 
* See “Non-GAAP Reconciliations” section below.

Selected Segment Data
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
(in millions)
PetroleumNitrogen FertilizerConsolidatedPetroleumNitrogen FertilizerConsolidated
Net sales$2,298 $131 $2,522 $6,290 $540 $7,045 
Operating income431 8 445 838 184 1,000 
Net income460 1 354 913 162 781 
EBITDA*484 32 530 989 243 1,231 
Capital expenditures (1)
Maintenance capital expenditures$20 $8 $30 $70 $17 $92 
Growth capital expenditures6  21 9 1 56 
Total capital expenditures$26 $8 $51 $79 $18 $148 

Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
(in millions)PetroleumNitrogen FertilizerConsolidatedPetroleumNitrogen FertilizerConsolidated
Net sales$2,474 $156 $2,699 $7,497 $623 $8,216 
Operating income137 (12)103 564 218 726 
Net income152 (20)80 584 191 472 
EBITDA*186 10 181 700 281 860 
Capital expenditures (1)
Maintenance capital expenditures$22 $25 $52 $59 $38 $103 
Growth capital expenditures— 16 56 
Total capital expenditures$23 $25 $68 $61 $38 $158 
* See “Non-GAAP Reconciliations” section below.
(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.

8


Selected Balance Sheet Data
September 30, 2023December 31, 2022
(in millions)PetroleumNitrogen FertilizerConsolidatedPetroleumNitrogen FertilizerConsolidated
Cash and cash equivalents (1)
$618 $89 $889 $235 $86 $510 
Total assets 4,635 1,019 4,421 4,354 1,100 4,119 
Total debt and finance lease obligations, including current portion (2)
46 547 1,590 48 547 1,591 
(1)Corporate cash and cash equivalents consisted of $182 million and $189 million at September 30, 2023 and December 31, 2022, respectively.
(2)Corporate total debt and finance lease obligations, including current portion consisted of $997 million and $996 million at September 30, 2023 and December 31, 2022, respectively.

Petroleum Segment

Key Operating Metrics per Total Throughput Barrel
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions)2023202220232022
Refining margin *$31.05 $16.56 $24.33 $19.82 
Refining margin adjusted for inventory valuation impacts *26.87 22.34 23.46 18.66 
Direct operating expenses *5.39 5.53 5.58 5.74 
*See “Non-GAAP Reconciliations” section below.

Throughput Data by Refinery
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in bpd)2023202220232022
Coffeyville
Regional crude68,176 60,762 62,442 55,675 
WTI27,837 30,261 30,161 37,465 
WTL 312  544 
WTS 1,222  412 
Midland WTI —  858 
Condensate7,401 10,674 7,718 10,871 
Heavy Canadian2,731 7,372 2,307 6,869 
DJ Basin20,504 13,526 17,006 14,092 
Bakken962 — 324 — 
Other feedstocks and blendstocks12,260 8,846 12,538 9,811 
Wynnewood
Regional crude53,554 45,840 51,519 45,553 
WTL 4,915 1,639 2,323 
Midland WTI543 — 183 539 
WTS —  191 
Condensate15,780 15,313 14,567 12,121 
Other feedstocks and blendstocks2,672 2,614 2,984 2,774 
Total throughput212,420 201,657 203,388 200,098 

9


Production Data by Refinery
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in bpd)2023202220232022
Coffeyville
Gasoline69,83367,04867,46371,005
Distillate60,66156,84856,31156,768
Other liquid products4,4634,8324,4615,183
Solids4,4164,7413,8964,482
Wynnewood
Gasoline36,99736,42337,65633,040
Distillate25,61524,60524,82523,154
Other liquid products9,0386,2647,3555,436
Solids981012
Total production211,032200,769201,977199,080
Light product yield (as % of crude throughput) (1)
97.8 %97.2 %99.1 %98.1 %
Liquid volume yield (as % of total throughput) (2)
97.3 %97.2 %97.4 %97.2 %
Distillate yield (as % of crude throughput) (3)
43.7 %42.8 %43.2 %42.6 %
(1)Total Gasoline and Distillate divided by total Regional crude, WTI, WTL, Midland WTI, WTS, Condensate, Heavy Canadian, DJ Basin, and Bakken throughput.
(2)Total Gasoline, Distillate, and Other liquid products divided by total throughput.
(3)Total Distillate divided by total Regional crude, WTI, WTL, Midland WTI, WTS, Condensate, Heavy Canadian, DJ Basin, and Bakken throughput.

Key Market Indicators
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
West Texas Intermediate (WTI) NYMEX$82.22 $91.43 $77.25 $98.35 
Crude Oil Differentials to WTI:
Brent3.71 6.27 4.70 4.14 
WCS (heavy sour)(15.91)(20.50)(16.33)(16.25)
Condensate(0.22)0.03 (0.18)(0.16)
Midland Cushing1.53 1.98 1.32 1.52 
NYMEX Crack Spreads:
Gasoline32.40 30.07 32.61 33.31 
Heating Oil45.20 57.56 40.35 51.00 
NYMEX 2-1-1 Crack Spread38.80 43.82 36.48 42.16 
PADD II Group 3 Product Basis:
Gasoline0.84 (2.75)(2.39)(6.49)
Ultra-Low Sulfur Diesel(0.25)3.01 (0.38)(1.06)
PADD II Group 3 Product Crack Spread:
Gasoline33.24 27.32 30.22 26.82 
Ultra-Low Sulfur Diesel44.96 60.57 39.97 49.95 
PADD II Group 3 2-1-139.10 43.94 35.10 38.38 

10


Nitrogen Fertilizer Segment:

Ammonia Utilization Rates (1)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(percent of capacity utilization)2023202220232022
Consolidated99 %52 %101 %76 %
(1)Reflects our ammonia utilization rates on a consolidated basis. Utilization is an important measure used by management to assess operational output at each of CVR Partners’ facilities. Utilization is calculated as actual tons produced divided by capacity. We present our utilization for the three and nine months ended September 30, 2023 and 2022 and take into account the impact of our current turnaround cycles on any specific period. Additionally, we present utilization solely on ammonia production rather than each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of plant configurations for upgrade of ammonia into other nitrogen products. With our efforts being primarily focused on ammonia upgrade capabilities, this measure provides a meaningful view of how well we operate.

Sales and Production Data
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Consolidated sales (thousand tons):
Ammonia62 27 183 118 
UAN387 275 1,075 884 
Consolidated product pricing at gate (dollars per ton):(1)
Ammonia$365 $837 $633 $1,062 
UAN223 433 330 496 
Consolidated production volume (thousand tons):
Ammonia (gross produced) (2)
217 114 660 494 
Ammonia (net available for sale) (2)
68 36 200 137 
UAN358 184 1,063 832 
Feedstock:
Petroleum coke used in production (thousand tons)
131 74 386 298 
Petroleum coke used in production (dollars per ton)
$84.09 $51.54 $78.49 $52.68 
Natural gas used in production (thousands of MMBtu) (3)
2,133 1,120 6,429 4,817 
Natural gas used in production (dollars per MMBtu) (3)
$2.67 $7.19 $3.57 $6.65 
Natural gas in cost of materials and other (thousands of MMBtu) (3)
2,636 1,330 6,354 4,566 
Natural gas in cost of materials and other (dollars per MMBtu) (3)
$2.51 $7.84 $4.21 $6.40 
(1)Product pricing at gate represents sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure that is comparable across the fertilizer industry.
(2)Gross tons produced for ammonia represent total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent ammonia available for sale that was not upgraded into other fertilizer products.
(3)The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense.

11


Key Market Indicators
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Ammonia — Southern plains (dollars per ton)
$429 $934 $533 $1,149 
Ammonia — Corn belt (dollars per ton)
501 1,048 621 1,275 
UAN — Corn belt (dollars per ton)
272 496 314 581 
Natural gas NYMEX (dollars per MMBtu)
$2.66 $7.95 $2.58 $6.70 

Q4 2023 Outlook

The table below summarizes our outlook for certain operational statistics and financial information for the fourth quarter of 2023. See “Forward-Looking Statements” above.
Q4 2023
LowHigh
Petroleum
Total throughput (bpd)
205,000 220,000 
Direct operating expenses (in millions) (1)
$95 $105 
Renewables (2)
Total throughput (in millions of gallons)
15 20 
Direct operating expenses (in millions) (1)
$$
Nitrogen Fertilizer
Ammonia utilization rates
Consolidated90 %95 %
Coffeyville Fertilizer Facility95 %100 %
East Dubuque Fertilizer Facility85 %90 %
Direct operating expenses (in millions) (1)
$55 $60 
Capital Expenditures (in millions) (3)
Petroleum$40 $45 
Renewables (2)
13 17 
Nitrogen Fertilizer10 15 
Other
Total capital expenditures$65 $81 
(1)Direct operating expenses are shown exclusive of depreciation and amortization and, for the Nitrogen Fertilizer Segment, turnaround expenses and inventory valuation impacts.
(2)Renewables reflects spending on the Wynnewood renewable diesel unit project. As of September 30, 2023, Renewables does not meet the definition of a reportable segment as defined under Accounting Standards Codification 280.
(3)Capital expenditures is disclosed on an accrual basis.


12


Non-GAAP Reconciliations:

Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions)2023202220232022
Net income$354 $80 $781 $472 
Interest expense, net11 19 44 67 
Income tax expense84 185 106 
Depreciation and amortization81 75 221 215 
EBITDA530 181 1,231 860 
Adjustments:
Revaluation of RFS liability(174)38 (228)108 
Unrealized loss (gain) on derivatives, net
48 (20)35 (5)
Inventory valuation impacts, (favorable) unfavorable
(91)114 (44)(63)
Call Option Lawsuits settlement —  79 
Adjusted EBITDA$313 $313 $994 $979 

Reconciliation of Basic and Diluted Earnings per Share to Adjusted Earnings per Share
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Basic and diluted earnings per share$3.51 $0.92 $6.74 $3.49 
Adjustments: (1)
Revaluation of RFS liability(1.30)0.28 (1.69)0.80 
Unrealized loss (gain) on derivatives, net
0.36 (0.15)0.26 (0.04)
Inventory valuation impacts, (favorable) unfavorable
(0.68)0.85 (0.33)(0.46)
Call Option Lawsuits settlement —  0.58 
Adjusted earnings per share$1.89 $1.90 $4.98 $4.37 
(1)Amounts are shown after-tax, using the Company’s marginal tax rate, and are presented on a per share basis using the weighted average shares outstanding for each period.

Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions)2023202220232022
Net cash provided by operating activities$370 $156 $984 $868 
Less:
Capital expenditures(50)(57)(150)(145)
Capitalized turnaround expenditures(3)(6)(53)(74)
Return on equity method investment1 — 21 — 
Free cash flow$318 $93 $802 $649 

13


Reconciliation of Petroleum Segment Net Income to EBITDA and Adjusted EBITDA
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions)2023202220232022
Petroleum net income$460 $152 $913 $584 
Interest income, net(26)(13)(65)(24)
Depreciation and amortization50 47 141 140 
Petroleum EBITDA484 186 989 700 
Adjustments:
Revaluation of RFS liability(174)38 (228)108 
Unrealized loss (gain) on derivatives, net
53 (25)37 (8)
Inventory valuation impacts, (favorable) unfavorable (1)
(82)107 (48)(63)
Petroleum Adjusted EBITDA$281 $306 $750 $737 


Reconciliation of Petroleum Segment Gross Profit to Refining Margin and Refining Margin Adjusted for Inventory Valuation Impacts
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions)2023202220232022
Net sales$2,298 $2,474 $6,290 $7,497 
Less:
Cost of materials and other(1,691)(2,167)(4,939)(6,414)
Direct operating expenses (exclusive of depreciation and amortization)(105)(103)(310)(314)
Depreciation and amortization(50)(47)(141)(140)
Gross profit452 157 900 629 
Add:
Direct operating expenses (exclusive of depreciation and amortization)105 103 310 314 
Depreciation and amortization50 47 141 140 
Refining margin607 307 1,351 1,083 
Inventory valuation impacts, (favorable) unfavorable (1)
(82)107 (48)(63)
Refining margin adjusted for inventory valuation impacts$525 $414 $1,303 $1,020 
(1)The Petroleum Segment’s basis for determining inventory value under GAAP is First-In, First-Out (“FIFO”). Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease. The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period. In order to derive the inventory valuation impact per total throughput barrel, we utilize the total dollar figures for the inventory valuation impact and divide by the number of total throughput barrels for the period.

Reconciliation of Petroleum Segment Total Throughput Barrels
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Total throughput barrels per day212,420 201,657 203,388 200,098 
Days in the period92 92 273 273 
Total throughput barrels19,542,631 18,552,434 55,524,925 54,626,789 

14


Reconciliation of Petroleum Segment Refining Margin per Total Throughput Barrel
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions, except for per throughput barrel data)2023202220232022
Refining margin$607 $307 $1,351 $1,083 
Divided by: total throughput barrels20 19 56 55 
Refining margin per total throughput barrel$31.05 $16.56 $24.33 $19.82 

Reconciliation of Petroleum Segment Refining Margin Adjusted for Inventory Valuation Impacts per Total Throughput Barrel
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions, except for throughput barrel data)2023202220232022
Refining margin adjusted for inventory valuation impacts$525 $414 $1,303 $1,020 
Divided by: total throughput barrels20 19 56 55 
Refining margin adjusted for inventory valuation impacts per total throughput barrel$26.87 $22.34 $23.46 $18.66 

Reconciliation of Petroleum Segment Direct Operating Expenses per Total Throughput Barrel
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions, except for throughput barrel data)2023202220232022
Direct operating expenses (exclusive of depreciation and amortization)$105 $103 $310 $314 
Divided by: total throughput barrels20 19 56 55 
Direct operating expenses per total throughput barrel$5.39 $5.53 $5.58 $5.74 

Reconciliation of Nitrogen Fertilizer Segment Net Income (Loss) to EBITDA and Adjusted EBITDA
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions)2023202220232022
Nitrogen Fertilizer net income (loss)$1 $(20)$162 $191 
Interest expense, net8 22 26 
Depreciation and amortization23 22 59 64 
Nitrogen Fertilizer EBITDA and Adjusted EBITDA$32 $10 $243 $281 

15


Reconciliation of Total Debt and Net Debt and Finance Lease Obligations to EBITDA Exclusive of Nitrogen Fertilizer
(in millions)
Twelve Months Ended September 30, 2023
Total debt and finance lease obligations (1)
$1,590 
Less: Nitrogen Fertilizer debt and finance lease obligations (1)
547 
Total debt and finance lease obligations exclusive of Nitrogen Fertilizer1,043 
EBITDA exclusive of Nitrogen Fertilizer1,179 
Total debt and finance lease obligations to EBITDA exclusive of Nitrogen Fertilizer0.88 
Consolidated cash and cash equivalents889 
Less: Nitrogen Fertilizer cash and cash equivalents
89 
Cash and cash equivalents exclusive of Nitrogen Fertilizer800 
Net debt and finance lease obligations exclusive of Nitrogen Fertilizer (2)
243 
Net debt and finance lease obligations to EBITDA exclusive of Nitrogen Fertilizer (2)
$0.21 
(1)Amounts are shown inclusive of the current portion of long-term debt and finance lease obligations.
(2)Net debt represents total debt and finance lease obligations exclusive of cash and cash equivalents.

Three Months Ended
Twelve Months Ended September 30, 2023 (1)
(in millions)December 31, 2022March 31, 2023June 30, 2023September 30, 2023
Consolidated
Net income$172 $259 $168 $354 $953 
Interest expense, net18 18 16 11 63 
Income tax expense50 56 44 84 234 
Depreciation and amortization73 68 72 81 294 
EBITDA313 401 300 530 1,544 
Nitrogen Fertilizer
Net income95 102 60 1 258 
Interest expense, net8 30 
Depreciation and amortization19 15 20 23 77 
EBITDA122 124 87 32 365 
EBITDA exclusive of Nitrogen Fertilizer$191 $277 $213 $498 $1,179 
(1)Due to rounding, numbers within this table may not add or equal to totals presented.
16