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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMarch 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to              

Commission file number: 001-33492
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
Image2.gif
61-1512186
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479
(Address of principal executive offices) (Zip Code)
(281207-3200
(Registrant’s telephone number, including area code)
_____________________________________________________________
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes      No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer  Non-accelerated filer
Smaller reporting company  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.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes      No 

There were 100,530,599 shares of the registrant’s common stock outstanding at April 26, 2024.


TABLE OF CONTENTS
CVR Energy, Inc. - Quarterly Report on Form 10-Q
March 31, 2024

PART I. Financial InformationPART II. Other Information
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This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” section of this filing.


March 31, 2024 | 2

Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, stock or unit repurchases, impacts of legal proceedings, projected costs, prospects, plans and objectives of management are forward looking statements. The words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “continue”, “predict”, “potential”, “project”, and similar terms and phrases are intended to identify forward-looking statements.

Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties, and other factors could cause actual results and trends to differ materially from those projected or forward looking. Forward looking statements, as well as certain risks, contingencies or uncertainties that may impact our forward-looking statements, include but are not limited to the following:
volatile margins in the refining industry and exposure to the risks associated with volatile crude oil, refined product and feedstock prices;
the availability of adequate cash and other sources of liquidity for the capital needs of our businesses;
the effects of the Russia-Ukraine war and the conflict in the Middle East and any spread or expansion thereof, including with respect to impacts to commodity prices and other markets;
the effects of changes in market conditions; market volatility; crude oil and other commodity prices; demand for those commodities, storage and transportation capacities, including inflation, and the impact of such changes on our operating results and financial condition;
the ability to forecast our future financial condition, results of operations, revenues and expenses;
the effects of transactions involving derivative instruments;
changes in laws, regulations, rules and policies with respect to crude oil, refined products, other hydrocarbons or renewable feedstocks or products including, without limitation, the export, production, sale or transportation thereof and the actions of the Biden Administration that impact oil and gas operations in the United States;
interruption in pipelines supplying feedstocks or distributing the petroleum business’ products;
competition in the petroleum and nitrogen fertilizer businesses, including potential impacts of domestic and global supply and demand and/or domestic or international duties, tariffs, or similar costs;
capital expenditures;
changes in our or our segments’ credit profiles;
the cyclical and seasonal nature of the petroleum and nitrogen fertilizer businesses;
the supply, availability and price levels of essential raw materials and feedstocks;
our production levels, including the risk of a material decline in those levels;
accidents or other unscheduled shutdowns or interruptions affecting our facilities, machinery, or equipment, or those of our suppliers or customers;
existing and future laws, regulations, policies, or rulings, including the reinterpretation or amplification thereof by regulators, and, including but not limited to those relating to the environment, climate change, alternatively energy or fuel sources, including electric vehicles, emissions, including tailpipe emission standards that could impact the future viability of internal combustion engines, renewables, safety, security and/or the transportation or production of hazardous chemicals like ammonia, including potential liabilities or capital requirements arising from such laws, regulations or rulings and our expectations concerning the impacts of such laws, regulations or rulings on macroeconomic factors, including consumer activity;
potential operating hazards, downtime, and damage to CVR Energy, Inc.’s and CVR Partners, LP’s facilities and other assets from accidents, fire, severe weather, tornadoes, floods, or other natural disasters;
the impact of weather on commodity supply and/or pricing and on the nitrogen fertilizer business including our ability to produce, market or sell fertilizer products profitability or at all;
rulings, judgments or settlements in litigation, tax or other legal or regulatory matters;
the dependence of the nitrogen fertilizer business on customers and distributors including to transport goods and equipment and providers of feedstocks;
the reliance on, or the ability to procure economically or at all, petroleum coke (“pet coke”) our nitrogen fertilizer business purchases from our subsidiaries and third-party suppliers or the natural gas, electricity, oxygen, nitrogen,
March 31, 2024 | 3

sulfur processing and compressed dry air and other products purchased from third parties by the nitrogen fertilizer and petroleum businesses;
risks associated with third-party operation of or control over important facilities necessary for operation of our refineries and nitrogen fertilizer facilities;
risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;
our lack of diversification of assets or operating and supply areas;
the petroleum business’ and nitrogen fertilizer business’ dependence on significant customers and the creditworthiness and performance by counterparties;
the potential loss of the nitrogen fertilizer business’ transportation cost advantage over its competitors;
the potential inability to successfully implement our business strategies at all or on time and within our anticipated budgets, including significant capital programs or projects, turnarounds or renewable or carbon reduction initiatives at our refineries and fertilizer facilities, including pretreater, carbon sequestration, segregation of our renewables business and other projects;
our ability to continue to license the technology used for our operations;
our petroleum business’ purchase of, or ability to purchase, renewable identification numbers (“RINs”) on a timely and cost effective basis or at all;
the impact of refined product demand and declining inventories on refined product prices and crack spreads;
Organization of Petroleum Exporting Countries’ and its allies’ production levels and pricing;
the impact of RINs pricing, our blending and purchasing activities and governmental actions, including by the U.S. Environmental Protection Agency (the “EPA”) on our RIN obligation, open RINs positions, small refinery exemptions, and our estimated consolidated cost to comply with our Renewable Fuel Standard (“RFS”) obligations;
our accounting policies and treatment, including of our RFS obligations;
operational upsets or changes in laws that could impact the amount and receipt of credits (if any) under Section 45Q of the Internal Revenue Code of 1986, as amended;
our ability to meet certain carbon oxide capture and sequestration milestones;
our businesses’ ability to obtain, retain or renew environmental and other governmental permits, licenses or authorizations necessary for the operation of its business;
impact of potential runoff of water containing nitrogen based fertilizer into waterways and regulatory or legal actions in response thereto;
our ability to issue securities or obtain financing at favorable rates or at all;
bank failures or other events affecting financial institutions;
existing and future regulations related to the end-use of our products or the application of fertilizers;
refinery and nitrogen fertilizer facilities’ operating hazards and interruptions, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;
risks related to services provided by or competition among our subsidiaries, including conflicts of interests and control of CVR Partners, LP’s general partner, and control of CVR Energy, Inc. by its controlling shareholder;
risks related to potential strategic transactions involving CVR Energy, Inc. in which its controlling shareholder may participate, including by providing financing to CVR Energy, Inc., and potential strategic transactions involving CVR Partners, LP in which CVR Energy, Inc. and/or its controlling shareholder may participate, including in each case the process of exploring any such transaction and potentially completing any such transaction, including the costs thereof and the risk that any such transaction may not achieve some or all of any anticipated benefits;
instability and volatility in the capital and credit markets;
restrictions in our debt agreements;
our ability to refinance our debt on acceptable terms or at all;
asset impairments and impacts thereof;
the outcome of any legal proceedings involving or investigations of our controlling shareholder or his affiliates;
our controlling shareholder’s intentions regarding ownership of our common stock, including any dispositions of our common stock;
the impact of any future pandemic or breakout of infectious disease, and of businesses’ and governments’ responses to such pandemic on our operations, personnel, commercial activity, and supply and demand across our and our customers’ and suppliers’ business;
the variable nature of CVR Partners, LP’s distributions, including the ability of its general partner to modify or revoke its distribution policy, or to cease making cash distributions on its common units;
changes in tax and other laws, regulations and policies, including, without limitation, actions of the Biden Administration that impact conventional fuel operations or favor renewable energy projects in the U.S.;
March 31, 2024 | 4

changes in CVR Partners, LP’s treatment as a partnership for U.S. federal income or state tax purposes;
our ability to recover under our insurance policies for damages or losses in full or at all;
labor supply shortages, labor difficulties, labor disputes or strikes and the impacts thereof;
impacts of any decision to return a unit back to hydrocarbon processing following renewable conversion; and
the factors described in greater detail under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the U.S. Securities and Exchange Commission (“SEC”).

All forward-looking statements contained in this Report only speak as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date of this Report, or to reflect the occurrence of unanticipated events, except to the extent required by law.

Information About Us

Investors should note that we make available, free of charge on our website at www.CVREnergy.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
March 31, 2024 | 5

PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

(in millions)March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents (including $65 and $45, respectively, of consolidated variable interest entity (“VIE”))
$644 $581 
Reserved funds for debt payment 598 
Accounts receivable, net (including $37 and $42, respectively, of VIE)
253 286 
Inventories (including $72 and $69, respectively, of VIE)
601 604 
Prepaid expenses (including $7 and $8, respectively, of VIE)
36 59 
Other current assets (including $1 and $1, respectively, of VIE)
21 51 
Total current assets 1,555 2,179 
Property, plant, and equipment, net (including $744 and $761, respectively, of VIE)
2,210 2,221 
Other long-term assets (including $46 and $48, respectively, of VIE)
328 307 
Total assets $4,093 $4,707 
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt and finance lease obligations
$8 $606 
Accounts payable (including $32 and $39, respectively, of VIE)
551 530 
Other current liabilities (including $47 and $37, respectively, of VIE)
484 546 
Total current liabilities 1,043 1,682 
Long-term liabilities:
Long-term debt and finance lease obligations, net of current portion (including $547 and $547, respectively, of VIE)
1,577 1,579 
Deferred income taxes322 327 
Other long-term liabilities (including $48 and $50, respectively, of VIE)
84 81 
Total long-term liabilities 1,983 1,987 
CVR Energy stockholders’ equity:
Common stock, $0.01 par value per share; 350,000,000 shares authorized; 100,629,209 and 100,629,209 shares issued as of March 31, 2024 and December 31, 2023, respectively
1 1 
Additional paid-in-capital 1,508 1,508 
Accumulated deficit(628)(660)
Treasury stock, 98,610 shares at cost
(2)(2)
Total CVR stockholders’ equity
879 847 
Noncontrolling interest 188 191 
Total equity 1,067 1,038 
Total liabilities and equity $4,093 $4,707 

The accompanying notes are an integral part of these condensed consolidated financial statements.
March 31, 2024 | 6

CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
March 31,
(in millions, except per share data)20242023
Net sales
$1,863 $2,286 
Operating costs and expenses:
Cost of materials and other
1,463 1,680 
Direct operating expenses (exclusive of depreciation and amortization)
164 169 
Depreciation and amortization
75 66 
Cost of sales
1,702 1,915 
Selling, general and administrative expenses (exclusive of depreciation and amortization)
36 39 
Depreciation and amortization
1 2 
Loss on asset disposal1  
Operating income123 330 
Other (expense) income:
Interest expense, net
(20)(18)
Other income, net4 3 
Income before income tax expense107 315 
Income tax expense17 56 
Net income90 259 
Less: Net income attributable to noncontrolling interest8 64 
Net income attributable to CVR Energy stockholders$82 $195 
Basic and diluted earnings per share$0.81 $1.94 
Weighted-average common shares outstanding:
Basic and diluted100.5 100.5 

The accompanying notes are an integral part of these condensed consolidated financial statements.


March 31, 2024 | 7

CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
Common Stockholders
(in millions, except share data)Shares
Issued
$0.01 Par
Value
Common
Stock
Additional
Paid-In
Capital
Accumulated DeficitTreasury
Stock
Total CVR
Stockholders’
Equity
Noncontrolling
Interest
Total
Equity
Balance at December 31, 2023100,629,209 $1 $1,508 $(660)$(2)$847 $191 $1,038 
Net income   82  82 8 90 
Dividends paid to CVR Energy stockholders   (50) (50) (50)
Distributions from CVR Partners to its public unitholders      (11)(11)
Balance at March 31, 2024100,629,209 $1 $1,508 $(628)$(2)$879 $188 $1,067 

Common Stockholders
(in millions, except share data)Shares
Issued
$0.01 Par
Value
Common
Stock
Additional
Paid-In
Capital
Accumulated DeficitTreasury
Stock
Total CVR
Stockholders’
Equity
Noncontrolling
Interest
Total
Equity
Balance at December 31, 2022100,629,209 $1 $1,508 $(976)$(2)$531 $260 $791 
Net income— — — 195 — 195 64 259 
Dividends paid to CVR Energy stockholders— — — (50)— (50)— (50)
Distributions from CVR Partners to its public unitholders— — — — — — (70)(70)
 Other— — — (1)— (1)— (1)
Balance at March 31, 2023100,629,209 $1 $1,508 $(832)$(2)$675 $254 $929 

The accompanying notes are an integral part of these condensed consolidated financial statements.
March 31, 2024 | 8

CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended March 31,
(in millions)20242023
Cash flows from operating activities:
Net income$90 $259 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization76 68 
Deferred income taxes(5)3 
Loss on asset disposal1  
Share-based compensation10 9 
Unrealized loss (gain) on derivatives, net24 (32)
Income from equity method investments
(4)(3)
Return from equity method investment earnings3 2 
Other items2 1 
Changes in assets and liabilities:
Current assets and liabilities(21)(58)
Other long-term assets and liabilities1 (2)
Net cash provided by operating activities177 247 
Cash flows from investing activities:
Capital expenditures(47)(45)
Turnaround expenditures(12)(8)
Return of equity method investment3 19 
Proceeds from sale of assets1  
Net cash used in investing activities(55)(34)
Cash flows from financing activities:
Principal payments on senior secured notes(600) 
Dividends to CVR Energy’s stockholders(50)(50)
Distributions to CVR Partners’ noncontrolling interest holders(11)(70)
Other financing activities(3)(2)
Net cash used in financing activities(664)(122)
Net (decrease) increase in cash, cash equivalents, reserved funds and restricted cash(542)91 
Cash, cash equivalents, reserved funds and restricted cash, beginning of period1,186 517 
Cash and cash equivalents, end of period$644 $608 

The accompanying notes are an integral part of these condensed consolidated financial statements.



March 31, 2024 | 9


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Organization and Nature of Business

Organization

CVR Energy, Inc. (“CVR Energy”, “CVR”, “we”, “us”, “our”, or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment refines and markets high value transportation fuels primarily in the form of gasoline and diesel fuels. CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia. We also produce and market renewable diesel. CVR’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVI”. Icahn Enterprises L.P. and its affiliates (“IEP”) owned approximately 66% of the Company’s outstanding common stock as of March 31, 2024.

CVR Partners, LP

Interest Holders - As of March 31, 2024, public common unitholders held approximately 63% of CVR Partners’ outstanding common units and CVR Services, LLC (“CVR Services”), a wholly owned subsidiary of CVR Energy, held the remaining approximately 37% of CVR Partners’ outstanding common units. In addition, CVR Services held 100% of the interest in CVR Partners’ general partner, CVR GP, LLC, which held a non-economic general partner interest in CVR Partners as of March 31, 2024. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is only impacted by the results of, distributions from, and unit repurchases by CVR Partners.

Unit Repurchase Program - On May 6, 2020, the board of directors of CVR Partners’ general partner (the “UAN GP Board”), on behalf of CVR Partners, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021. During the three months ended March 31, 2024 and 2023, CVR Partners did not repurchase any common units. On February 20, 2024, the UAN GP Board, on behalf of CVR Partners, terminated the nominal authority remaining under the Unit Repurchase Program.

Subsequent Events - The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s condensed consolidated financial statements or require disclosure in the notes to the condensed consolidated financial statements through the date of issuance of the condensed consolidated financial statements. Where applicable, the notes to these condensed consolidated financial statements have been updated to discuss all significant subsequent events which have occurred.

(2) Basis of Presentation

The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of the Company and its majority-owned direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. Certain notes and other information have been condensed or omitted from the condensed consolidated financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the December 31, 2023 audited consolidated financial statements and notes thereto included in CVR Energy’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Our condensed consolidated financial statements include the consolidated results of CVR Partners, which is defined as a variable interest entity (“VIE”). As the 100% owner of the general partner of CVR Partners, the Company has the sole ability to direct the activities that most significantly impact the economic performance of CVR Partners and is considered the primary beneficiary.

In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Company for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.

March 31, 2024 | 10


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2024 or any other interim or annual period.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company’s annual period beginning January 1, 2025 with early adoption permitted. The Company is evaluating the effects of adopting this new accounting guidance on its disclosures but does not currently expect adoption will have a material impact on the Company’s consolidated financial statements. The Company does not intend to early adopt this ASU.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which includes requirements for more robust disclosures of significant segment expenses and measures of a segment’s profit and loss used in assessing performance. This standard is effective for the Company’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 and should be applied retrospectively to all comparative periods. Early adoption is permitted. The Company is still evaluating the effects of adopting this new accounting guidance on its disclosures.

(3) Inventories

Inventories consisted of the following:
(in millions)March 31, 2024December 31, 2023
Finished goods$264 $260 
Raw materials199 226 
In-process inventories39 21 
Parts, supplies and other99 97 
Total inventories$601 $604 

(4) Property, Plant, and Equipment

Property, plant, and equipment consisted of the following:
(in millions)March 31, 2024December 31, 2023
Machinery and equipment $4,390 $4,287 
Buildings and improvements124 124 
ROU finance leases81 81 
Land and improvements74 74 
Furniture and fixtures29 33 
Construction in progress131 193 
Other15 15 
4,844 4,807 
Less: Accumulated depreciation and amortization(2,634)(2,586)
Total property, plant, and equipment, net$2,210 $2,221 
For the three months ended March 31, 2024 and 2023, depreciation and amortization expenses related to property, plant, and equipment were $56 million and $50 million, respectively, and capitalized interest was $1 million and $2 million, respectively.
March 31, 2024 | 11


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

During the three months ended March 31, 2024, the Company did not identify the existence of an impairment indicator for our long-lived asset groups as outlined under the FASB Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment.

(5) Equity Method Investments

We have variable interest in certain entities for which we have applied the VIE model under FASB ASC Topic 810, Consolidation and determined that these entities are variable interest entities. While we concluded we are not the primary beneficiary of these entities, we do have significant influence over their operating and financial policies and, therefore, applied the equity method of accounting for the respective investments. These investments are presented within Other long-term assets on our condensed consolidated financial statements:
CVR-CapturePoint Parent, LLC (“CVRP JV”) - As part of a series of agreements entered into by our subsidiaries with unaffiliated parties with the objective to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”), we received a 50% interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer.
Enable South Central Pipeline, LLC (“Enable JV”) - Through our subsidiaries, we own a 40% interest in Enable JV, which operates a 12-inch 26-mile crude oil pipeline with a capacity of approximately 80,000 barrels per day that is connected to the Wynnewood Refinery. The remaining interest in Enable JV is owned by Enable Midstream Partners, LP, which was merged with Energy Transfer LP in December 2021.
Midway Pipeline, LLC (“Midway JV”) - Through our subsidiaries, we own a 50% interest in Midway JV, which operates a 16-inch 99-mile crude oil pipeline with a capacity of approximately 131,000 barrels per day which connects the Coffeyville Refinery to the Cushing, Oklahoma oil hub. The remaining interest in Midway JV is owned by Plains Pipeline, L.P.
(in millions)
CVRP JV
Enable JVMidway JVTotal
Balance at December 31, 2023$25 $5 $70 $100 
Cash distributions (1)
(3)(1)(2)(6)
Equity income 1 3 4 
Balance at March 31, 2024$22 $5 $71 $98 
(1)Includes a $2 million distribution for CVRP JV exceeding certain carbon oxide capture and sequestration milestones during 2023.

(6) Leases

Balance Sheet Summary as of March 31, 2024 and December 31, 2023

The following tables summarize the right-of-use (“ROU”) asset and lease liability balances for the Company’s operating and finance leases at March 31, 2024 and December 31, 2023:
March 31, 2024December 31, 2023
(in millions)Operating LeasesFinance LeasesOperating LeasesFinance Leases
ROU assets, net
Pipeline and storage$11 $16 $12 $17 
Railcars12  12  
Real estate and other30 13 29 14 
Lease liability
Pipelines and storage11 28 12 28 
Railcars12  12  
Real estate and other27 15 25 16 

March 31, 2024 | 12


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Lease Expense Summary for the Three Months Ended March 31, 2024 and 2023

We recognize operating lease expense on a straight-line basis over the lease term within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other and finance lease expense on a straight-line basis over the lease term within Depreciation and amortization. For the three months ended March 31, 2024 and 2023, we recognized lease expense comprised of the following components:
Three Months Ended
March 31,
(in millions)20242023
Operating lease expense$4 $4 
Finance lease expense:
Amortization of ROU asset1 1 
Interest expense on lease liability1 1 
Short-term lease expense3 2 

The Company has entered into the following material lease commitments that have not yet commenced:
Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), a subsidiary of CVR Partners, is party to an On-Site Product Supply Agreement (as amended, the “Messer Agreement”) with Messer LLC. Based on terms outlined in the Messer Agreement, the Company expects the lease to be classified as a finance lease with an estimated $20 million to $25 million being capitalized upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the second half of 2024. Refer to Part II, Item 8, Note 6 (“Leases”) of our 2023 Form 10-K for further information.

(7) Other Current Liabilities

Other current liabilities were as follows:
(in millions)March 31, 2024December 31, 2023
Accrued Renewable Fuel Standard (“RFS”) obligation$294 $329 
Accrued taxes other than income taxes43 47 
Personnel accruals31 51 
Accrued interest22 26 
Accrued income taxes21 25 
Deferred revenue20 16 
Share-based compensation19 13 
Operating lease liabilities15 14 
Derivatives9  
Other accrued expenses and liabilities10 25 
Total other current liabilities$484 $546 

March 31, 2024 | 13


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(8) Long-Term Debt and Finance Lease Obligations

Long-term debt and finance lease obligations consisted of the following:
(in millions)March 31, 2024December 31, 2023
CVR Energy:
5.75% Senior Notes, due February 2028
$400 $400 
8.50% Senior Notes, due January 2029
600 600 
Unamortized debt issuance costs(5)(5)
Total CVR Energy debt995 995 
Petroleum Segment:
Finance lease obligations, net of current portion35 37 
Total Petroleum Segment finance lease obligations, net of current portion
35 37 
Nitrogen Fertilizer Segment:
6.125% Senior Secured Notes, due June 2028
$550 $550 
Unamortized debt issuance costs(3)(3)
Total Nitrogen Fertilizer Segment debt
547 547 
Total long-term debt and finance lease obligations, net of current portion1,577 1,579 
Current portion of long-term debt and finance lease obligations8 606 
Total long-term debt and finance lease obligations, including current portion$1,585 $2,185 

Credit Agreements
(in millions)Total Available Borrowing CapacityAmount Borrowed as of March 31, 2024Outstanding Letters of CreditAvailable Capacity as of March 31, 2024Maturity Date
CVR Energy:
CVR Energy’s Amended and Restated ABL Credit Agreement (“CVR Energy ABL”)$275 $ $24 $251 June 30, 2027
Nitrogen Fertilizer Segment:
CVR Partners’ Credit Agreement (“CVR Partners ABL”)
$43 $ $ $43 September 26, 2028

CVR Energy

2029 Notes - On December 21, 2023, CVR Energy completed the issuance of $600 million in aggregate principal amount of 8.50% Senior Notes, due 2029 (the “2029 Notes”). Interest on the 2029 Notes is payable semi-annually in arrears on February 15 and August 15 each year, commencing on February 15, 2024. The 2029 Notes mature on January 15, 2029, unless earlier redeemed or purchased. See Part II, Item 8 of the 2023 Form 10-K for further details of the 2029 Notes.

In relation to the issuance of the 2029 Notes, the Company received $598 million of net cash proceeds, net of underwriting fees and certain other third-party fees and expenses associated with the offering. These proceeds were reserved for the payment of the Company’s 5.25% Senior Notes, due 2025 (the “2025 Notes”) on February 15, 2024, and were presented in Reserved funds for debt payment on our Condensed Consolidated Balance Sheets as of December 31, 2023.

2025 Notes - On December 21, 2023, the Company delivered a notice of redemption to the holders of its 2025 Notes that all outstanding amounts of the 2025 Notes, plus any accrued and unpaid interest to the redemption date, would be redeemed on February 15, 2024. As such, the outstanding balance of the $600 million principal amount of the 2025 Notes was classified as short-term as of December 31, 2023. On February 15, 2024, CVR Energy redeemed all of the outstanding 2025 Notes, at par, and settled accrued interest of approximately $16 million through the date of redemption. As a result of this transaction, the
March 31, 2024 | 14


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Company recognized in Interest expense, net a $1 million loss on extinguishment of debt on our Condensed Consolidated Statements of Operations for the three months ended March 31, 2024, which consisted of the write-off of unamortized deferred financing costs.

Covenant Compliance

The Company and its subsidiaries were in compliance with all covenants under their respective debt instruments as of March 31, 2024.

(9) Revenue

The following tables present the Company’s revenue disaggregated by major product, which include a reconciliation of the disaggregated revenue by the Company’s reportable segments:
Three Months Ended March 31, 2024
(in millions)
Petroleum Segment (1)
Nitrogen Fertilizer Segment
Other / EliminationConsolidated
Gasoline$888 $ $ $888 
Distillates (2)
767  10 777 
Ammonia 37  37 
UAN 76  76 
Urea products 5  5 
Freight revenue (3)
5 6  11 
Other products (4)
49 4 3 56 
Revenue from product sales1,709 128 13 1,850 
Crude oil sales13   13 
Total revenue$1,722 $128 $13 $1,863 

Three Months Ended March 31, 2023
(in millions)
Petroleum Segment (1)
Nitrogen Fertilizer Segment
Other / EliminationConsolidated
Gasoline$1,010 $ $ $1,010 
Distillates (2)
919  48 967 
Ammonia 38  38 
UAN 164  164 
Urea products 8  8 
Freight revenue (3)
3 11  14 
Other products (4)
33 5 19 57 
 Revenue from product sales1,965 226 67 2,258 
Crude oil sales28   28 
Total revenue$1,993 $226 $67 $2,286 
(1)The Petroleum Segment may incur broker commissions or transportation costs prior to the transfer on certain sales. The broker costs are expensed since the contract durations are less than one year. Transportation costs are accounted for as fulfillment costs and are expensed as incurred.
(2)Distillates consist primarily of diesel fuel, kerosene, jet fuel, and renewable fuels.
(3)Freight revenue recognized by the Petroleum Segment is primarily tariff and line loss charges rebilled to customers to reimburse the Petroleum Segment for expenses incurred from a pipeline operator. Freight revenue recognized by the Nitrogen Fertilizer Segment represents the pass-through finished goods delivery costs incurred prior to customer acceptance and are reimbursed by customers. An offsetting expense for freight is included in Cost of materials and other.
March 31, 2024 | 15


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(4)Other products for the Petroleum Segment consists primarily of (i) feedstock, heavy oils, and liquified petroleum gas sales, (ii) sulfur credits, and (iii) pipeline and processing fees. For the Nitrogen Fertilizer Segment, other products consists of sales of (i) nitric acid and (ii) carbon oxide, including sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term through April 2030. Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery. The Other/Elimination columns include certain credits related to renewable fuel activity and eliminations of intercompany transactions.

Remaining Performance Obligations

We have spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). We do not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation. As of March 31, 2024, these contracts have a remaining duration of less than three years.

As of March 31, 2024, the Nitrogen Fertilizer Segment had approximately $14 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Nitrogen Fertilizer Segment expects to recognize $4 million of these performance obligations as revenue by the end of 2024, an additional $5 million during 2025, and the remaining balance in 2026.

Contract Balances

The following table provides the balance sheet location and amounts of deferred revenue from contracts with customers for the Nitrogen Fertilizer Segment:
Contract Balance TypeBalance Sheet LocationMarch 31, 2024December 31, 2023
Deferred revenueOther current liabilities$20 $16 
Long-term deferred revenueOther long-term liabilities32 33 

During the three months ended March 31, 2024 and 2023, the Company recognized revenue of $5 million and $12 million, respectively, that was included in the deferred revenue balances as of December 31, 2023 and December 31, 2022, respectively.

(10) Derivative Financial Instruments

The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of March 31, 2024 and December 31, 2023:
(in thousands of barrels)CommodityMarch 31, 2024December 31, 2023
ForwardsCrude561 247 
SwapsNYMEX Diesel Cracks(4,140)(6,780)
SwapsNYMEX RBOB Cracks(1,200)(1,275)
SwapsNYMEX 2-1-1 Cracks(2,130)(3,030)
FuturesCrude(180) 

The following outlines the balances of our commodity derivative instruments after the effects of contract netting and allocation of collateral and their classifications on our Condensed Consolidated Balance Sheets. Refer to Note 11 (“Fair Value Measurements”) for the gross amounts of the commodity derivative instruments (before the effects of contract netting and allocation of collateral):
March 31, 2024December 31, 2023
(in millions)AssetsLiabilitiesAssetsLiabilities
Other current assets
$10 $ $24 $ 
Other long-term assets
  1  
Other current liabilities
 9   
March 31, 2024 | 16


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The following table represents CVR Energy’s incurred realized and unrealized net gains (losses) from derivative activities, recorded in Cost of materials and other on the Condensed Consolidated Statements of Operations:
Three Months Ended
March 31,
(in millions)20242023
Commodity derivative instruments$(18)$45 

CVR Energy has certain derivative instruments that contain credit risk-related contingent provisions associated with our credit ratings. If our credit rating were to be downgraded, it would allow the counterparty to require us to post collateral or to request immediate, full settlement of derivative instruments in liability positions. As of March 31, 2024, the aggregate fair value of our derivative liabilities with credit risk-related contingent provisions was $9 million, for which no collateral has been posted.

(11) Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

The following tables set forth information about the assets and liabilities measured at fair value on a recurring basis, by input level, as of March 31, 2024 and December 31, 2023. Such amounts are presented on a gross basis, before the effects of netting and allocation of collateral. The Company elected to offset the fair value amounts recognized for derivative assets and liabilities executed with the same counterparty under a master netting arrangement, including fair value amounts recognized for the right to reclaim or the obligation to return cash collateral.
March 31, 2024
Fair Value HierarchyTotal gross fair valueContract netting
Collateral netting (1)
Net value
(in millions)Level 1Level 2Level 3
Assets
Commodity derivative instruments$ $20 $ $20 $(10)$ $10 
Liabilities
Commodity derivative instruments 19 19 (10) 9 
RFS 294 294   294 
December 31, 2023
Fair Value HierarchyTotal gross fair valueContract netting
Collateral netting (1)
Net value
(in millions)Level 1Level 2Level 3
Assets
Commodity derivative instruments$ $31 $ $31 $(6)$ $25 
Liabilities
Commodity derivative instruments 6 6 (6)  
RFS 329 329   329 
(1)At March 31, 2024 and December 31, 2023, the Company had $4 million and $13 million of collateral under master netting arrangements not offset against the derivatives within Other current assets on the Condensed Consolidated Balance Sheets, respectively, primarily related to initial margin requirements.

The Petroleum Segment’s commodity derivative contracts consist of exchange traded futures, commodity price swaps, and sale and purchase forwards that are measured at fair value using a market approach based on available broker quoted market prices of identical or similar instruments. Similarly, RFS obligations are measured at fair value using a market approach based on available broker quoted market RIN prices for each specific or closest vintage year.

The Company had no transfers of assets or liabilities between any of the above levels during the three months ended March 31, 2024 and year ended December 31, 2023.
March 31, 2024 | 17


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Assets and liabilities measured at fair value on a nonrecurring basis

CVR Partners performed a nonrecurring fair value measurement of the equity interest received as part of the 45Q Transaction in the first quarter of 2023. Such valuation used a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples. CVR Partners determined the estimated fair value of the consideration received to be $46 million, which is a non-recurring Level 3 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, based on the use of CVR Partners’ own assumptions described above. There are no other assets or liabilities that were measured at fair value on a nonrecurring basis for the periods presented.

Assets and liabilities not required to be measured at fair value

CVR Energy holds cash equivalents which consist primarily of bank time deposits with maturities of 90 days or less. Cash and cash equivalents and reserved funds had carrying and fair values of $644 million and $1.2 billion at March 31, 2024 and December 31, 2023, respectively, and are classified as Level 1 in the fair value hierarchy.

Long-term debt of $1.5 billion and $2.1 billion at March 31, 2024 and December 31, 2023, respectively, had estimated fair values of $1.5 billion and $2.1 billion, respectively, and are classified as Level 2 in the fair value hierarchy.

Other short-term financial assets and liabilities, which consist of restricted cash, accounts receivable, accounts payable, and operating and finance lease obligations, are carried at cost on the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 and approximate their estimated fair values.

(12) Share-Based Compensation

A summary of compensation expense during the three months ended March 31, 2024 and 2023 is presented below:
Three Months Ended
March 31,
(in millions)20242023
CVR Partners - Phantom Unit Awards$2 $2 
Incentive Unit Awards8 7 
Total share-based compensation expense$10 $9 

(13) Commitments and Contingencies

Except as described below, there have been no material changes in the Company’s commitments and contingencies from those disclosed in the 2023 Form 10-K. In the ordinary course of business, the Company may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, the Company believes there would be no material impact to its consolidated financial statements.

Crude Oil Supply Agreement

The Petroleum Segment has a crude oil supply agreement with Gunvor USA LLC (“Gunvor”), which commenced on January 1, 2024 (as amended, the “Gunvor Crude Oil Supply Agreement”), pursuant to which Gunvor supplies the Petroleum Segment with certain crude oil and intermediation logistics helping to reduce the amount of inventory held at certain locations and mitigate crude oil pricing risk. The Gunvor Crude Oil Supply Agreement replaced a similar agreement with a different supplier that expired on December 31, 2023. Volumes contracted under these agreements, as a percentage of the total crude oil purchases (in barrels), were approximately 21% and 31% for the three months ended March 31, 2024 and 2023. The Gunvor Crude Oil Supply Agreement, which currently extends through January 31, 2026, is subject to automatic one-year renewals following the expiration of the initial term in the absence of either party providing 180 days’ notice of termination.

As part of the transition of the crude oil supply agreement from Vitol to Gunvor, on December 31, 2023, the Company purchased the final inventory remaining under the crude oil supply agreement with Vitol and sold it to Gunvor on January 1, 2024. The inventory purchased from Vitol was included within Inventories on the Condensed Consolidated Balance Sheets as of December 31, 2023.

45Q Transaction

Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary CRNF is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45 million cap, if these minimum quantities are not delivered. CVR Partners issued a guarantee to the unaffiliated third-party investors and certain affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVRP JV, which include the aforementioned fees. This guarantee has no impacts on the accounting records of CVR Partners unless the parties fail to comply with the terms of the 45Q Transaction contracts.

Renewable Fuel Standard

Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the U.S. Environmental Protection Agency (the “EPA”), which requires obligated parties to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending. The Petroleum Segment’s obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, must either purchase RINs or obtain waiver credits for cellulosic biofuels in order to comply with the RFS. Additionally, the Petroleum Segment’s obligated-party subsidiaries purchase RINs generated from our renewable diesel operations, whose operating results are not included in either of our reportable segments, to partially satisfy their RFS obligations.

For the three months ended March 31, 2024 and 2023, the Company’s obligated-party subsidiaries recognized a benefit of $51 million and $11 million, respectively, for their compliance with the RFS (based on the 2020 through 2024 renewable volume obligation (“RVO”), for the respective periods, excluding the impacts of any exemptions or waivers to which the Company’s obligated-party subsidiaries may be entitled). The recognized amounts are included within Cost of materials and other in the Condensed Consolidated Statements of Operations and represent costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel. At each reporting period, to the extent RINs purchased and generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which the Company may be entitled), the remaining position is valued using RIN market prices at period end for each specific or closest vintage year. As of March 31, 2024 and December 31, 2023, the Company’s obligated-party subsidiaries’ RFS positions were approximately $294 million and $329 million, respectively, and are recorded in Other current liabilities in the Condensed Consolidated Balance Sheets.

Litigation

Call Option Coverage Case – In April 2024, in the lawsuit (the “Delaware Coverage Case”) filed by the Company and certain of its affiliates (the “Call Defendants”) against the Company’s primary and excess insurers (the “Insurers”) alleging breach of contract and breach of the implied covenant of good faith and fair dealing against the Insurers relating to their denial of coverage of the Call Defendants’ defense expenses and indemnity, as well as other conduct of the Insurers relating to the Company’s December 2022 settlement of the consolidated lawsuits (collectively, the “Call Option Lawsuits”) filed by purported former unitholders of CVR Refining, LP (“CVR Refining”) on behalf of themselves and an alleged class of similarly situated unitholders against the Call Defendants relating to the Company’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner including the August 2022 Stipulation, Compromise and Release (the “Settlement”), the Superior Court of the State of Delaware (the “Superior Court”) issued an order compelling the parties to engage in briefing relating to, among other matters, the summary judgment granted in favor of the Insurers by the 434th Judicial District Court of Fort Bend County, Texas in the Insurer’s separate lawsuit (the “Texas Coverage Case”) against the Call Defendants seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $50 million for the Settlement, which summary judgment the Call Defendants have appealed. While the Delaware Coverage Case and the Texas Coverage Case remain pending, the Company
does not expect the outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

RFS Disputes – Regarding WRC’s petitions for small refinery exemptions (“SREs”) for the 2017 to 2021 compliance periods which were denied by the EPA in April and June 2022 based on a new standard for evaluating SREs announced by the EPA in December 2021 and retroactively applied (collectively, the “2022 Denials”), the EPA has failed to act after the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) vacated the 2022 Denials and remanded the SRE petitions of WRC and certain other small refineries back to the EPA, finding that the 2022 Denials were impermissibly retroactive and that the EPA’s interpretation of the SRE provisions of the RFS was contrary to law and arbitrary and capricious as applied to the Fifth Circuit petitioners’ SRE petitions. As the mandate in the Fifth Circuit was issued in January 2024, WRC considers the EPA to have again violated the RFS by failing to rule on those petitions within 90 days following issuance of the mandate and expects to file suit against the EPA for this violation. In WRC’s lawsuit against the EPA for the damages it sustained as a result of the EPA’s late grant of its SRE petition for the 2018 compliance period (which SRE petition was later denied by the EPA in the 2022 Denials), the United States Courts of Appeals for the District of Columbia Circuit (the “DC Circuit”) held oral argument in April 2024, though no ruling has yet been issued.

Regarding WRC’s SRE petition for the 2022 compliance period which was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials, the Fifth Circuit stayed WRC’s obligations under the RFS for 2022 and held its lawsuit against the EPA in abeyance pending the outcome of the lawsuit filed by certain other small refineries against the EPA in the DC Circuit related to the 2022 Denials. The DC Circuit held oral argument in April 2024, though no ruling has yet been issued.

Regarding WRC’s SRE petition for the 2023 compliance period, the EPA has failed to rule on its SRE petition within 90 days as required by the RFS. WRC filed suit against the EPA relating to such failure, which suit was withdrawn in April 2024 following the filing by the EPA of a declaration that the EPA did not intend to pursue claims against WRC relating to the 2023 compliance period pending outcome of the various pending SRE litigation. If the EPA fails to rule on WRC’s 2023 SRE petition, WRC expects to file suit against the EPA for this failure.

WRC’s challenges to the EPA’s Final Rules issued in June 2022 and June 2023 establishing the 2020 to 2022 RVOs and 2023 to 2025 RVOs, respectively, also remain pending.

The Company cannot yet determine at this time the outcomes of these matters. While we intend to prosecute these actions vigorously, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material effect on the Company’s financial position, results of operations, or cash flows.

Environmental, Health, and Safety (“EHS”) Matters

Clean Air Act Matter - CRRM and certain of its affiliates settled claims brought in the United States District Court for the District of Kansas (“D. Kan”) by the United States, on behalf of the EPA, and the State of Kansas, on behalf of the Kansas Department of Health and Environment (“KDHE”) seeking both statutory and stipulated penalties primarily relating to the Coffeyville Refinery’s flares, heaters, and related matters. The terms of the settlement are set forth in a Consent Decree (“CD”) that was entered by the D. Kan on January 10, 2024. The EPA and KDHE sought stipulated penalties under a 2012 Consent Decree (the “Stipulated Claims”), which amount CRRM previously deposited into a commercial escrow account which were legally restricted for use and included in Other current assets on our Condensed Consolidated Balance Sheets; those escrowed funds were released in February 2024 and the settlement was paid. The settlement did not and is not expected in the future to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

(14) Business Segments

CVR Energy’s revenues are primarily derived from the two reportable segments: Petroleum and Nitrogen Fertilizer. The Company evaluates the performance of its segments based primarily on segment operating income (loss) and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”). For the purposes of the business segments disclosure, the Company presents operating income (loss) as it is the most comparable measure to the amounts presented on the Condensed Consolidated Statements of Operations. The other amounts reflect renewable fuels transactions, intercompany eliminations, corporate cash and cash equivalents, income tax activities, and other corporate activities that are not allocated or aggregated to the reportable segments.

March 31, 2024 | 18


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The following table summarizes certain operating results and capital expenditures information by segment:
Three Months Ended March 31, 2024
(in millions)Petroleum SegmentNitrogen Fertilizer SegmentOther / EliminationsConsolidated
Net sales$1,718 $128 $17 $1,863 
Inter-segment fees and sales4  (4) 
Total net sales1,722 128 13 1,863 
Operating income (loss)$118 $20 $(15)$123 
Interest income (expense)(20)
Other income, net4 
Income before income tax expense$107 
Depreciation and amortization$48 $19 $9 $76 
Capital expenditures (1)
36 5 10 51 

Three Months Ended March 31, 2023
(in millions)Petroleum SegmentNitrogen Fertilizer SegmentOther / EliminationsConsolidated
Net sales$1,987 $226 $73 $2,286 
Inter-segment fees and sales6  (6)— 
Total net sales1,993 226 67 2,286 
Operating income (loss)$237 $109 $(16)$330 
Interest income (expense)(18)
Other income, net3 
Income before income tax expense$315 
Depreciation and amortization$46 $15 $7 $68 
Capital expenditures (1)
42 4 13 59 

The following table summarizes total assets by segment:
(in millions)March 31, 2024December 31, 2023
Petroleum$2,986 $2,978 
Nitrogen Fertilizer972 975 
Other, including intersegment eliminations135 754 
Total assets$4,093 $4,707 
(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.

March 31, 2024 | 19


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(15) Supplemental Cash Flow Information

Cash flows related to income taxes, interest, leases, capital expenditures and deferred financing costs included in accounts payable were as follows:
Three Months Ended
March 31,
(in millions)20242023
Supplemental disclosures:
Cash paid for income taxes, net of refunds$26 $4 
Cash paid for interest36 29 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases4 4 
Operating cash flows from finance leases1 1 
Financing cash flows from finance leases2 1 
Noncash investing and financing activities:
Change in capital expenditures included in accounts payable (1)
4 4 
Change in turnaround expenditures included in accounts payable27 32 
ROU assets obtained in exchange for new or modified operating lease liabilities4 9 
(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.

Cash, cash equivalents and restricted cash consisted of the following:
(in millions)March 31, 2024December 31, 2023
Cash and cash equivalents$644 $581 
Reserved funds (1)
 598 
Restricted cash (2)
 7 
Cash, cash equivalents and restricted cash$644 $1,186 
(1)Funds reserved for the redemption of the 2025 Notes in February 2024. See Note 8 (“Long-Term Debt and Finance Lease Obligations”) for further discussion.
(2)Restricted funds were released and paid in February 2024. See Note 13 (“Commitments and Contingencies”) for further discussion.

(16) Related Party Transactions

Activity associated with the Company’s related party arrangements for the three months ended March 31, 2024 and 2023 is summarized below:
Three Months Ended
March 31,
(in millions)20242023
Sales to related parties:
CVRP JV CO Contract (1)
$1 $1 
Purchases from related parties:
Enable Joint Venture Transportation Agreement3 3 
Midway Joint Venture Agreement (2)
7 6 
Payments:
Dividends (3)
33 36 
(1)Sales to related parties, included in Net sales in our Condensed Consolidated Statements of Operations, consists of CO sales to a CVRP JV subsidiary.
(2)Purchases from related parties, included in Cost of materials and other in our Condensed Consolidated Statements of Operations, represents reimbursements for crude oil transportation services incurred on the Midway JV through the intermediary purchasing agent.
March 31, 2024 | 20


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(3)See below for a summary of the dividends paid to IEP during the three months ended March 31, 2024 and year ended December 31, 2023.

Dividends to CVR Energy Stockholders

Dividends, if any, including the payment, amount and timing thereof, are determined at the discretion of the Board. IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date. The following tables present quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2024 and 2023 (amounts presented in table below may not add to totals presented due to rounding):
Quarterly Dividends Paid (in millions)
Related PeriodDate PaidQuarterly Dividends
Per Share
Public StockholdersIEPTotal
2023 - 4th Quarter
March 11, 2024$0.50 $17 $33 $50 

Quarterly Dividends Paid (in millions)
Related PeriodDate PaidQuarterly Dividends
Per Share
Public StockholdersIEPTotal
2022 - 4th Quarter
March 13, 2023$0.50 $15 $36 $50 
2023 - 1st Quarter
May 22, 2023$0.50 $15 $36 $50 
2023 - 2nd Quarter
August 21, 20230.50 15 36 50 
2023 - 3rd Quarter
November 20, 20230.50 17 33 50 
Total 2023 quarterly dividends
$2.00 $61 $140 $201 

Special Dividends Paid (in millions)
Related PeriodDate PaidSpecial Dividends
Per Share
Public StockholdersIEPTotal
2023 - 2nd Quarter
August 21, 2023$1.00 $29 $71 $101 
2023 - 3rd Quarter
November 20, 20231.50 51 100 151 
Total 2023 special dividends
$2.50 $80 $171 $251 

For the first quarter of 2024, the Company, upon approval by the Board on April 29, 2024, declared a cash dividend of $0.50 per share, or $50 million, which is payable May 20, 2024 to shareholders of record as of May 13, 2024. Of this amount, IEP will receive $33 million due to its ownership interest in the Company’s shares.

Distributions to CVR Partners’ Unitholders

Distributions, if any, including the payment, amount and timing thereof, and UAN GP Board’s distribution policy, including the definition of available cash, are subject to change at the discretion of the UAN GP Board. The following tables present quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company, during 2024 and 2023 (amounts presented in tables below may not add to totals presented due to rounding):
Quarterly Distributions Paid (in millions)
Related PeriodDate PaidQuarterly Distributions
Per Common Unit
Public
Unitholders
CVR EnergyTotal
2023 - 4th Quarter
March 11, 2024$1.68 $11 $7 $18 
March 31, 2024 | 21


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Quarterly Distributions Paid (in millions)
Related PeriodDate PaidQuarterly Distributions
 Per Common Unit
Public
Unitholders
CVR EnergyTotal
2022 - 4th QuarterMarch 13, 2023$10.50 $70 $41 $111 
2023 - 1st QuarterMay 22, 202310.43 70 41 110 
2023 - 2nd QuarterAugust 21, 20234.14 28 16 44 
2023 - 3rd QuarterNovember 20, 20231.55 10 6 16 
Total 2023 quarterly distributions
$26.62 $178 $104 $281 

For the first quarter of 2024, CVR Partners, upon approval by the UAN GP Board on April 29, 2024, declared a distribution of $1.92 per common unit, or $20 million, which is payable May 20, 2024 to unitholders of record as of May 13, 2024. Of this amount, CVR Energy will receive approximately $7 million, with the remaining amount payable to public unitholders.
March 31, 2024 | 22

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2024 (the “2023 Form 10-K”), and the unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data appearing in this Report. Results of operations for the three months ended March 31, 2024 and cash flows for the three months ended March 31, 2024 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.” References to “CVR Energy”, the “Company”, “we”, “us”, and “our”, may refer to consolidated subsidiaries of CVR Energy, including CVR Refining, LP or CVR Partners, LP, as the context may require.

Reflected in this discussion and analysis is how management views the Company’s current financial condition and results of operations, along with key external variables and management’s actions that may impact the Company. Understanding significant external variables, such as market conditions, weather, and seasonal trends, among others, and management actions taken to manage the Company, address external variables, among others, will increase users’ understanding of the Company, its financial condition and results of operations. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.

Company Overview

CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment is an “independent petroleum refiner”, in that it does not have crude oil exploration or production operations and is a marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels. CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia. CVR Energy also produces and markets renewable diesel. Our renewable diesel operations are not allocated or aggregated to our reportable segments discussed below.

We operate under two reportable segments: Petroleum and Nitrogen Fertilizer, which are referred to in this document as our “Petroleum Segment” and our “Nitrogen Fertilizer Segment”, respectively.

Since 2022, we have focused significant efforts on decarbonization initiatives including but not limited to the completion of the renewable diesel unit project at the Wynnewood Refinery, the creation of an Environmental, Social and Governance (“ESG”) committee and the publication of multiple ESG reports. In February 2023, we completed the transfer of various assets to one or more new entities primarily formed in 2022 to, among other purposes, better align our organizational structure with management and financial reporting. We also achieved mechanical completion of the renewable feedstock pretreater project at the Wynnewood Refinery in the fourth quarter of 2023 with the unit becoming operational during the first quarter of 2024. We currently expect to continue to explore options to decarbonize our business in areas with attractive economics, without sole reliance on government subsidies, and in ways intended to support our Mission and Values.

Strategy and Goals

The Company has adopted Mission and Values, which articulate the Company’s expectations for how it and its employees do business each and every day.

Mission and Core Values

Our Mission is to be a top tier North American renewable fuels, petroleum refining, and nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance and profitable growth. The foundation of how we operate is built on five core Values:

Safety - We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.

March 31, 2024 | 23

Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.

Integrity - We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.

Corporate Citizenship - We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.

Continuous Improvement - We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwo