CVR ENERGY INC - Annual Report: 2023 (Form 10-K)

Midland WTI— — %137 — %137 — %Condensate7,566 6 %15,228 22 %22,794 12 %Heavy Canadian3,265 3 %— — %3,265 2 %DJ Basin20,342 17 %— — %20,342 11 %Bakken978 1 %— — %978 1 %Total crude throughput123,024 100 %68,240 100 %191,264 100 %


	Year Ended December 31, 2022
(in bpd)	Coffeyville			Wynnewood			Total
Regional Crude	53,237	42	%	46,159	73	%	99,396	52	%
WTI	38,265	30	%	—	—	%	38,265	20	%
WTL	407	—	%	2,323	4	%	2,730	2	%
WTS	462	—	%	143	—	%	605	—	%
Midland WTI	642	1	%	1,073	2	%	1,715	1	%
Condensate	12,159	10	%	13,283	21	%	25,442	13	%
Heavy Canadian	6,847	5	%	—	—	%	6,847	4	%
DJ Basin	15,607	12	%	—	—	%	15,607	8	%
Other feedstocks and blendstocks	13,490	11,556		10,788
Wynnewood
Regional crude	50,900	46,159		60,287
WTL	1,975	2,323		3,430
WTS	—	143		202
Midland WTI	137	1,073		2,107
Condensate	15,228	13,283		7,360

Reconciliation of Petroleum Segment Net Income to EBITDA and Adjusted EBITDA


	Year Ended December 31,
(in millions)	2023		2022		2021
Petroleum net income	$	1,071	$	759	$	4
Interest income, net	(75)		(41)		(21)
Depreciation and amortization	189		187		203
Petroleum EBITDA	1,185		905		186
Adjustments:
Revaluation of RFS liability	(284)		135		63
Unrealized (gain) loss on derivatives, net	(30)		3		(16)
Inventory valuation impacts, unfavorable (favorable) (1)	32		(22)		(127)
Petroleum Adjusted EBITDA	$	903	$	1,021	$	106

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Reconciliation of Petroleum Segment Gross Profit to Refining Margin and Refining Margin Adjusted for Inventory Valuation Impact


	Year Ended December 31,
(in millions)	2023		2022		2021
Net sales	$	8,287	$	9,919	$	6,721
Less:
Cost of materials and other	(6,629)		(8,488)		(6,100)
Direct operating expenses (exclusive of depreciation and amortization)	(406)		(426)		(369)
Depreciation and amortization	(185)		(182)		(197)
Gross profit	1,067		823		55
Add:
Direct operating expenses (exclusive of depreciation and amortization)	406		426		369
Depreciation and amortization	185		182		197
Refining margin	1,658		1,431		621
Inventory valuation impacts, unfavorable (favorable) (1)	32		(22)		(127)
Refining margin, adjusted for inventory valuation impacts	$	1,690	$	1,409	$	494

(1)The Petroleum Segment’s basis for determining inventory value under GAAP is 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 and Metrics per Total Throughput Barrel


	Year Ended December 31,
	2023		2022		2021
Total throughput barrels per day	208,219		205,288		209,084
Days in the period	365		365		365
Total throughput barrels	75,999,905		74,930,140		76,315,701

(in millions, except per total throughput barrel)
Refining margin	$	1,658	$	1,431	$	621
Refining margin per total throughput barrel	$	21.82	$	19.09	$	8.14

Refining margin, adjusted for inventory valuation impact	$	1,690	$	1,409	$	494
Refining margin adjusted for inventory valuation impact per total throughput barrel	$	22.24	$	18.80	$	6.48

Direct operating expenses (exclusive of depreciation and amortization)	$	406	$	426	$	369
Direct operating expenses per total throughput barrel	$	5.34	$	5.68	$	4.83

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Reconciliation of Nitrogen Fertilizer Segment Net Income to EBITDA and Adjusted EBITDA


	Year Ended December 31,
(in millions)	2023		2022		2021
Nitrogen Fertilizer net income	$	172	$	287	$	78
Interest expense, net	29		34		61
Depreciation and amortization	80		82		74
Nitrogen Fertilizer EBITDA and Adjusted EBITDA	281		403		213

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 debt1,542 1,543

Current portion of long-term debt (1)

599 — Total long-term debt, including current portion$2,141 $1,543

(1)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

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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, the 2025 Notes were paid in full, at par, plus accrued and unpaid interest to the redemption date.

CVR Energy

As of December 31, 2023, CVR Energy has the 2025 Notes, the 5.75% Senior Notes, due 2028 (the “2028 Notes”), the 2029 Notes, and the CVR Energy ABL, the net proceeds of which may be used for general corporate purposes, which may include funding acquisitions, working capital and capital expenditures, share repurchases or distributions to our stockholders. Refer to Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of this Report for further discussion.

Nitrogen Fertilizer Segment

As of December 31, 2023, the Nitrogen Fertilizer Segment has the 6.125% Senior Secured Notes, due June 2028 (the “2028 UAN Notes”) and the CVR Partners ABL, the proceeds of which may be used to fund working capital and capital expenditures and for other general corporate purposes. Refer to Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of this Report for further discussion.

Capital Spending

We divide capital spending needs into two categories: maintenance and growth. Maintenance capital spending includes non-discretionary maintenance projects and projects required to comply with environmental, health, and safety regulations. Growth capital projects generally involve an expansion of existing capacity and/or a reduction in direct operating expenses. We undertake growth capital spending based on the expected return on incremental capital employed.

In November 2021, the Board approved the renewable feedstock pretreater project at the Wynnewood Refinery, which was mechanically completed in the fourth quarter of 2023 at a cost of $94 million.

Our total capital expenditures for the year ended December 31, 2023, along with our estimated expenditures for 2024, by segment, are as follows:


	2023 Actual						2024 Estimate
	Maintenance		Growth		Total		Maintenance				Growth				Total
(in millions)							Low		High		Low		High		Low		High
Petroleum	$	94	$	14	$	108	$	113	$	123	$	51	$	55	$	164	$	178
Nitrogen Fertilizer	28		1		29		32		35		12		13		44		48
Other (1)	6		54		60		8		10		9		14		17		24
Total	$	128	$	69	$	197	$	153	$	168	$	72	$	82	$	225	$	250

(1)Includes renewables spending for the Wynnewood Refinery’s renewable feedstock pretreater project. As of December 31, 2023, Renewables does not meet the definition of a reportable segment as defined under Accounting Standards Codification Topic 280.

Our estimated capital expenditures are subject to change due to changes in the cost, scope, and completion time for capital projects. For example, we may experience changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the refineries or facilities. We may also accelerate or defer some capital expenditures from time to time. Capital spending for CVR Partners is determined by the UAN GP Board. We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans.

The Petroleum Segment’s total capitalized expenditures were $60 million, $81 million, and $8 million during the years ended December 31, 2023, 2022, and 2021, respectively. The next planned turnarounds are currently scheduled to take place in the spring of 2024 at the Wynnewood Refinery at an estimated cost of $44 million and in 2025 at the Coffeyville Refinery.

The Nitrogen Fertilizer Segment incurred turnaround expenses of $2 million, $33 million, and $3 million during the years ended December 31, 2023, 2022, and 2021, 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.

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Cash Requirements

The following table summarizes our known contractual obligations and other commercial commitments as of December 31, 2023 that are expected to be paid within the next year and thereafter:


	Payments Due by Period
(in millions)	Short-Term		Long-Term		Total
Debt obligations (1)	$	600	$	1,550	$	2,150
Interest payments related to debt obligations (2)	113		402		515
Operating lease liabilities (3)	17		43		60
Finance lease obligations (3)	11		44		55
Purchase commitments (4)	58		100		158
Transportation agreements (5)	76		375		451
Total cash requirements	$	875	$	2,519	$	3,394

(1)Debt obligations consist of the 2025 Notes, 2028 Notes, 2029 Notes, and 2028 UAN Notes as of December 31, 2023. On February 15, 2024, the 2025 Notes were redeemed in full, at par, plus accrued and unpaid interest to the redemption date.

(2)Interest payments related to debt obligations consist of interest payments for our long-term debt outstanding as of December 31, 2023 and commitment fees on the unutilized commitments of the CVR Energy ABL and the CVR Partners ABL.

(3)Operating lease liabilities and finance lease obligations are described in Part II, Item 8, Note 6 (“Leases”) of this Report.

(4)Consists primarily of purchase obligations for pipeline storage and capacity, the supply of pet coke and other feedstocks, and water and utilities usage.

(5)Includes purchase obligations related to the transportation of feedstocks.

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 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding):


				Quarterly Dividends Paid (in millions)
Related Period	Date Paid	Quarterly Dividends Per Share		Public Stockholders		IEP		Total
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, 2023	0.50		15		36		50
2023 - 3rd Quarter	November 20, 2023	0.50		17		33		50
Total 2023 quarterly dividends		$	2.00	$	61	$	140	$	201


				Special Dividends Paid (in millions)
Related Period	Date Paid	Special Dividends Per Share		Public Stockholders		IEP		Total


2023 - 2nd Quarter	August 21, 2023	$	1.00	$	29	$	71	$	101
2023 - 3rd Quarter	November 20, 2023	1.50		51		100		151
Total 2023 special dividends		$	2.50	$	80	$	171	$	251

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				Quarterly Dividends Paid (in millions)
Related Period	Date Paid	Quarterly Dividends Per Share		Public Stockholders		IEP		Total

2022 - 1st Quarter	May 23, 2022	$	0.40	$	12	$	28	$	40
2022 - 2nd Quarter	August 22, 2022	0.40		12		28		40
2022 - 3rd Quarter	November 21, 2022	0.40		12		28		40
Total 2022 quarterly dividends		$	1.20	$	36	$	85	$	121


				Special Dividends Paid (in millions)
Related Period	Date Paid	Special Dividends Per Share		Public Stockholders		IEP		Total


2022 - 2nd Quarter	August 22, 2022	$	2.60	$	76	$	185	$	261
2022 - 3rd Quarter	November 21, 2022	1.00		29		71		101
Total 2022 special dividends		$	3.60	$	106	$	256	$	362

There were no quarterly dividends declared or paid during the first quarter of 2022 related to the fourth quarter of 2021, and there were no quarterly dividends declared or paid during 2021 related to the first, second, and third quarters of 2021 and fourth quarter of 2020.

On May 26, 2021, the Company announced a special dividend of approximately $492 million, or equivalent to $4.89 per share of the Company’s common stock, to be paid in a combination of cash (the “Cash Distribution”) and the common stock of Delek US Holdings, Inc. (“Delek”) held by the Company (the “Stock Distribution”). On June 10, 2021, the Company distributed an aggregate amount of approximately $241 million, or $2.40 per share of the Company’s common stock, pursuant to the Cash Distribution, and approximately 10,539,880 shares of Delek common stock, which represented approximately 14.3% of the outstanding shares of Delek common stock, pursuant to the Stock Distribution. IEP received approximately 7,464,652 shares of common stock of Delek and $171 million in cash. The Stock Distribution was recorded as a reduction to equity through a derecognition of our investment in Delek, and the Company recognized a gain of $112 million from the initial investment in Delek through the date of the Stock Distribution.

For the fourth quarter of 2023, the Company, upon approval by the Board on February 20, 2024, declared a cash dividend of $0.50 per share, or $50 million, which is payable March 11, 2024 to shareholders of record as of March 4, 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, as of December 31, 2023 and 2022 (amounts presented in tables below may not add to totals presented due to rounding):



				Quarterly Distributions Paid (in millions)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total
2022 - 4th Quarter	March 13, 2023	$	10.50	$	70	$	41	$	111
2023 - 1st Quarter	May 22, 2023	10.43		70		41		110
2023 - 2nd Quarter	August 21, 2023	4.14		28		16		44
2023 - 3rd Quarter	November 20, 2023	1.55		10		6		16
Total 2023 quarterly distributions		$	26.62	$	178	$	104	$	281

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				Quarterly Distributions Paid (in millions)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total
2021 - 4th Quarter	March 14, 2022	$	5.24	$	36	$	20	$	56
2022 - 1st Quarter	May 23, 2022	2.26		15		9		24
2022 - 2nd Quarter	August 22, 2022	10.05		67		39		106
2022 - 3rd Quarter	November 21, 2022	1.77		12		7		19
Total 2022 quarterly distributions		$	19.32	$	129	$	75	$	205



				Quarterly Distributions Paid (in millions)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total


2021 - 2nd Quarter	August 23, 2021	$	1.72	$	12	$	7	$	18
2021 - 3rd Quarter	November 22, 2021	2.93		20		11		31
Total 2021 quarterly distributions		$	4.65	$	32	$	18	$	50

There were no quarterly distributions declared or paid by CVR Partners related to the first quarter of 2021 and the fourth quarter of 2020.

For the fourth quarter of 2023, CVR Partners, upon approval by the UAN GP Board on February 20, 2024, declared a distribution of $1.68 per common unit, or $18 million, which is payable March 11, 2024 to unitholders of record as of March 4, 2024. Of this amount, CVR Energy will receive approximately $7 million, with the remaining amount payable to public unitholders.

Capital Structure

On October 23, 2019, the Board authorized a stock repurchase program (the “Stock Repurchase Program”), which authorized the Company to repurchase up to $300 million of the Company’s common stock. Repurchases under the Stock Repurchase Program could have been made from time-to-time through open market transactions, block trades, privately negotiated transactions or otherwise in accordance with applicable securities laws. The timing, price and amount of repurchases (if any) were to be made at the discretion of management and were subject to market conditions as well as corporate, regulatory and other considerations. The Stock Repurchase Program expired, in accordance with its terms, on October 22, 2023. We did not repurchase any of our common stock under the Stock Repurchase Program.

On May 6, 2020, CVR Partners announced that 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. The Unit Repurchase Program, as increased, authorized CVR Partners to repurchase up to $20 million of CVR Partners’ common units. During the year ended December 31, 2023, CVR Partners did not repurchase any common units. During the years ended December 31, 2022 and 2021, CVR Partners repurchased 111,695 and 24,378 common units, respectively, on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $12 million and $1 million, respectively, exclusive of transaction costs, or an average price of $110.98 and $21.69 per common unit, respectively. As of December 31, 2023, considering all repurchases made since inception of the Unit Repurchase Program, CVR Partners had a nominal authorized amount remaining under the Unit Repurchase Program. This Unit Repurchase Program does not obligate CVR Partners to acquire any common units and may be cancelled or terminated by the UAN GP Board at any time. On February 20, 2024, the UAN GP Board, on behalf of CVR Partners, terminated the nominal authority remaining under the Unit Repurchase Program.

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Cash Flows

The following table sets forth our consolidated cash flows for the periods indicated below:


	Year Ended December 31,
(in millions)	2023		2022		2021
Net cash provided by (used in):
Operating activities	$	948	$	967	$	396
Investing activities	(239)		(271)		(238)
Financing activities	(40)		(696)		(315)
Net increase (decrease) in cash, cash equivalents, reserved funds and restricted cash	$	669	$	—	$	(157)

Operating Activities

The change in net cash provided by operating activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was driven primarily by a decrease in working capital of $262 million primarily associated with decreases in accrued liabilities, resulting from reduced RFS costs associated with decreased RINs prices coupled with increased RINs generation from ethanol and biodiesel blending, and accounts payable, partially offset by increases in inventory, primarily from temporary purchases due to changing the crude oil purchasing intermediary, and accounts receivable. This variance was partially offset by a $234 million increase in net income during 2023 as a result of decreases in RFS compliance and utility costs offset by commodity price fluctuations, a litigation settlement expense in 2022, as well as a decrease in asset disposals of $9 million.

Investing Activities

The change in net cash used in investing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to a decrease in our turnaround expenditures of $26 million in 2023 compared to 2022 related to the planned turnaround at the Wynnewood Refinery completed in 2022 and distributions from the CVR Partners’ equity method investment of $19 million associated with the 45Q Transaction. This was partially offset by an increase in capital expenditures of $14 million resulting from fixed asset additions.

Financing Activities

The change in net cash used in financing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to the Company’s December 2023 offering of $600 million principal amount of the 2029 Notes, decreases of $65 million and $12 million used for the redemption of the remaining balance of CVR Partners’ 9.25% Senior Notes due 2023 and unit repurchases of CVR Partners’ common units in 2022, respectively, with no corresponding amounts in 2023, and a decrease in dividends paid to CVR Energy stockholders of $30 million. These changes were partially offset by an increase in distributions paid to CVR Partners’ noncontrolling interest holders of $49 million during 2023 compared to 2022.

Recent Accounting Pronouncements

Refer to Part II, Item 8, Note 2 (“Summary of Significant Accounting Policies”) of this Report for a discussion of recent accounting pronouncements applicable to the Company.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with GAAP requiring management to make judgments, assumptions, and estimates based on the best available information at the time. Accounting estimates are considered to be critical if (1) the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (2) the impact of the estimates and assumptions on financial condition or operating performance is material. Actual results could differ from the estimates and assumptions used.

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Inventory Valuation

The cost of our products is determined under the FIFO method and our FIFO inventories are carried at the lower of cost or net realizable value. We compare the estimated realizable value of inventories to their cost by product at each of our facilities. In our refining and renewables businesses, to determine the net realizable value of our inventories, we assume that crude oil and other feedstocks are converted into refined products, which requires us to make estimates regarding the refined products expected to be produced from those feedstocks and the conversion costs required to convert those feedstocks into refined products. We also estimate the usual and customary transportation costs required to move the inventory from our plants to the appropriate points of sale, if material. We then apply an estimated selling price to our inventories based primarily on actual prices observed subsequent to the end of the reporting period with any remaining volumes’ selling price estimated using indicative market pricing available as of the time the estimate is made. For our nitrogen fertilizer business, depending on inventory levels, the per-ton realizable value of our fertilizer products is estimated using pricing on in-transit orders, pricing for open, fixed-price orders that have not shipped, and, if volumes remain unaccounted for, current management pricing estimates for fertilizer products. Management’s estimate for current pricing reflects up-to-date pricing in each facility’s market as of the end of each reporting period. Reductions to selling prices for unreimbursed freight costs are included to arrive at net realizable value, as applicable. If the net realizable value is less than cost, we recognize a loss for the difference in our statements of operations in the period in which it occurs. During the year ended December 31, 2023, we recognized losses on inventory of $4 million to reflect net realizable value associated with our renewables business. No amounts were recognized in 2022 and 2021. Due to the amount and variability in volume of inventories maintained, changes in production costs, and the volatility of market pricing for our products, losses recognized to reflect inventories at the lower of cost or net realizable value could have a material impact on the Company’s results of operations.

Impairment of Long-lived Assets

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in future expected cash flows. If the sum of the undiscounted expected future cash flows of an asset group is less than the carrying value, including applicable liabilities, the carrying value is written down to its estimated fair value. Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets (for example, at a refinery or fertilizer facility level). In addition, when preparing the expected future cash flows or estimating the fair value of impaired assets, we make several estimates that include subjective assumptions related to future sales volumes, commodity prices, operating costs, discount rates, and capital expenditures, among others.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our market risk sensitive instruments and positions have inherent risks including potential loss from adverse changes in commodity prices, RINs prices, and interest rates.

Commodity Price Risk

The Company, as a manufacturer of refined petroleum and renewable products and of nitrogen fertilizer products, all of which are commodities, has exposure to market pricing for products sold in the future. In order to realize value from our processing capacity, a positive spread between the cost of raw materials and the value of finished products must be achieved (i.e., gross margin or crack spread). The physical commodities that comprise our raw materials and finished goods are typically bought and sold at a spot or index price that can be highly variable.

Beginning on January 1, 2024, the Petroleum Segment will utilize a new crude oil purchasing intermediary, Gunvor USA LLC, to purchase the majority of its non-gathered crude oil inventory for the refineries (prior to January 1, 2024, Vitol, Inc. was the intermediary; refer to Note 14 (“Commitments and Contingencies”) for additional information). This arrangement allows the Petroleum Segment to take title to and price its crude oil at locations in close proximity to the refineries, as opposed to the crude oil origination point, reducing its risk associated with volatile commodity prices by shortening the commodity conversion cycle time. The commodity conversion cycle time refers to the time elapsed between raw material acquisition and the sale of finished goods.

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In addition, our refining business seeks to reduce the variability of commodity price exposure by engaging in hedging strategies and transactions that will serve to protect gross margin as forecasted in the annual operating plan. With regard to its hedging activities, our refining business may enter into, or has entered into, financial instruments which serve to (1) lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity spreads that generate positive cash flows, (2) hedge the value of inventories in excess of minimum required inventories, and (3) manage existing positions related to a change in anticipated operations and market conditions.

The Nitrogen Fertilizer Segment has commitments to purchase natural gas for use in the East Dubuque Fertilizer Facility at the spot market and through short-term, fixed supply, fixed price, and index price purchase contracts. In the normal course of business, nitrogen-based fertilizer products are produced throughout the year to supply the needs of our customers during the high-delivery-volume spring and fall seasons. The value of fertilizer product inventory is subject to market risk due to fluctuations in the relevant commodity prices. Prices of nitrogen fertilizer products can be volatile. We believe that market prices of nitrogen products are affected by changes in grain prices, demand, natural gas prices, and other factors.

RFS Compliance Price Risk

As a producer of transportation fuels from crude oil, the Petroleum Segment’s obligated-party subsidiaries are required to blend biofuels into the products it produces or purchase RINs in the open market in lieu of blending to meet the mandates established by the EPA, unless the obligations are waived, such as through a small refinery waiver. The Petroleum Segment’s obligated-party subsidiaries are exposed to market risk related to volatility in the price of RINs needed to comply with the RFS that are not otherwise generated through blending of renewable fuels in our refining and marketing operations. To mitigate the impact of this risk on the Petroleum Segment’s results of operations and cash flows, the Petroleum Segment’s obligated-party subsidiaries blend ethanol and biodiesel to the extent possible. Alleviating the Company’s exposure to the market risk of RINs price volatility, the Petroleum Segment’s obligated-party subsidiaries purchase internally generated RINs from our renewable diesel operations to partially satisfy their RFS obligations through the completion of the renewable diesel project at our Wynnewood Refinery in April 2022, which converted the Wynnewood Refinery’s hydrocracker to a RDU capable of producing approximately 100 million gallons of renewable diesel per year and generating up to approximately 170 to 180 million RINs annually depending on operations. We continually monitor the impact of the RFS on our business and evaluate strategies to mitigate the impacts of the RFS program, the administration thereof, and the market volatility for RINs on our business. Refer to Part I, Item 1A, “Risk Factors”, Part II, Item 7, “Management’s Discussion and Analysis” and Part II, Item 8, Note 14 (“Commitments and Contingencies”), of this Report for further discussion about compliance with the RFS and the potential impacts on our business.

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Item 8. Financial Statements and Supplementary Data

CVR ENERGY, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm (PCAOB ID Number )			76
Consolidated Balance Sheets as of December 31, 2023 and 2022			78
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021			79
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022 and 2021			80
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021			81
Notes to the Consolidated Financial Statements			82

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of CVR Energy, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of CVR Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 21, 2024, expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/

We have served as the Company’s auditor since 2013.

February 21, 2024

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of CVR Energy, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of CVR Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 21, 2024 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Dallas, Texas

February 21, 2024

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CONSOLIDATED BALANCE SHEETS


	December 31,
(in millions)	2023	2022
ASSETS
Current assets:
Cash and cash equivalents (including $ and $, respectively, of consolidated variable interest entity (“VIE”))	$	$
Reserved funds for debt payment
Accounts receivable, net (including $ and $, respectively, of VIE)
Inventories (including $ and $, respectively, of VIE)
Prepaid expenses and other current assets (including $ and $, respectively, of VIE)
Total current assets
Property, plant, and equipment, net (including $ and $, respectively, of VIE)
Other long-term assets (including $ and $, respectively, of VIE)
Total assets	$	$
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt and finance lease obligations	$	$
Accounts payable (including $ and $, respectively, of VIE)
Other current liabilities (including $ and $, respectively, of VIE)
Total current liabilities
Long-term liabilities:
Long-term debt and finance lease obligations, net of current portion (including $ and $, respectively, of VIE)
Deferred income taxes
Other long-term liabilities (including $ and $, respectively, of VIE)
Total long-term liabilities
Commitments and contingencies (See Note 14)
CVR Energy stockholders’ equity:
Common stock, $ par value per share; shares authorized; and shares issued as of December 31, 2023 and 2022, respectively
Additional paid-in-capital
Accumulated deficit	()	()
Treasury stock, shares at cost	()	()
Total CVR stockholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity	$	$

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

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CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended December 31,
(in millions, except per share data)	2023	2022	2021
Net sales	$	$	$
Operating costs and expenses:
Cost of materials and other
Direct operating expenses (exclusive of depreciation and amortization)
Depreciation and amortization
Cost of sales
Selling, general and administrative expenses (exclusive of depreciation and amortization)
Depreciation and amortization
Loss on asset disposals
Operating income
Other (expense) income:
Interest expense, net	()	()	()
Investment income on marketable securities
Other income (expense), net		()
Income before income tax expense
Income tax expense (benefit)			()
Net income
Less: Net income attributable to noncontrolling interest
Net income attributable to CVR Energy stockholders	$	$	$

Basic and diluted earnings per share	$	$	$

Weighted-average common shares outstanding:
Basic and diluted

$ $ )()() )()())()() ) ()() $ $

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
(in millions)	2023	2022	2021
Cash flows from operating activities:
Net income	$	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Loss on lower of cost or net realizable value adjustments
Deferred income taxes and unrecognized tax benefits		()	()
Gain on marketable securities			()
Loss on asset disposals
Loss on extinguishment of debt
Unrealized (gain) loss on derivatives, net	()		()
Share-based compensation
Other items
Changes in assets and liabilities:
Accounts receivable		()	()
Inventories		()	()
Prepaid expenses and other current assets		()
Accounts payable
Deferred revenue	()	()
Other current liabilities	()
Other long-term assets and liabilities	()	()	()
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures	()	()	()
Turnaround expenditures	()	()	()
Proceeds from sale of assets
Return of equity method investment
Acquisition of pipeline assets			()
Investment in marketable securities
Net cash used in investing activities	()	()	()
Cash flows from financing activities:
Proceeds from issuance of senior secured notes
Principal payments on senior secured notes		()	()
Repurchase of common units by CVR Partners		()	()
Dividends to CVR Energy’s stockholders	()	()	()
Distributions to CVR Partners’ noncontrolling interest holders	()	()	()
Other financing activities	()	()	()
Net cash used in financing activities	()	()	()
Net increase (decrease) in cash, cash equivalents, reserved funds and restricted cash			()
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents, reserved funds and restricted cash, end of period	$	$	$

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

% of the Company’s outstanding common stock as of December 31, 2023.

Stock Repurchase Program - On October 23, 2019, the board of directors of the Company (the “Board”) authorized a stock repurchase program (the “Stock Repurchase Program”), which authorized the Company to repurchase up to $ million of the Company’s common stock. The Company did not repurchase any of the Company’s common stock under the Stock Repurchase Program, which expired, in accordance with its terms, on October 22, 2023.

CVR Partners, LP

Interest Holders - As of December 31, 2023, public common unitholders held approximately % of CVR Partners’ outstanding common units and CVR Services, LLC (“CVR Services”), a wholly-owned subsidiary of CVR Energy, held the remaining approximately % of CVR Partners’ outstanding common units. In addition, CVR Services held % of the interest in CVR Partners’ general partner, CVR GP, LLC (“CVR GP”), which held a non-economic general partner interest in CVR Partners as of December 31, 2023. The noncontrolling interest reflected on the 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. The Unit Repurchase Program, as increased, authorized CVR Partners to repurchase up to $ million of the CVR Partners’ common units. During the year ended December 31, 2023, CVR Partners did repurchase any common units. During the years ended December 31, 2022 and 2021, CVR Partners repurchased and common units, respectively, on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $ million and $ million, respectively, exclusive of transaction costs, or an average price of $ and $ per common unit, respectively. As of December 31, 2023, CVR Partners, considering all repurchases made since inception of the Unit Repurchase Program, had a minal authorized amount remaining under the Unit Repurchase Program. This Unit Repurchase Program does not obligate CVR Partners to acquire any common units and may be cancelled, modified, or terminated by the UAN GP Board at any time. On February 20, 2024, the UAN GP Board, on behalf of CVR Partners, terminated the nominal authority remaining under the Unit Repurchase Program.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recognized any other comprehensive income for the years ended December 31, 2023, 2022, and 2021.

CVR Partners was determined to be a variable interest entity (“VIE”) and is consolidated by the Company. As the % 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.

The largest concentration of credit for any one customer was approximately % and % of the Accounts receivable, net balance at December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company had bad debt expense, and during the year ended December 31, 2021, the Company had minal bad debt expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to Buildings and improvements

Machinery and equipment

Furniture and fixtures

Right-of-use (“ROU”) finance leases

Other

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

, while the frequency of turnarounds in the Nitrogen Fertilizer Segment is generally every . Further details of each segment’s turnaround expensing method are discussed below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million, $ million, and $ million, respectively. Capitalized turnaround costs are subject to impairment reviews, as discussed above.

During the years ended December 31, 2023, 2022, and 2021, the Nitrogen Fertilizer Segment incurred turnaround expenses of $ million, $ million, and $ million, respectively.

There were dilutive awards outstanding during the years ended December 31, 2023, 2022, and 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ Raw materials In-process inventories Parts, supplies and other Total inventories$ $

At December 31, 2023, the renewables business had inventories with carrying amounts exceeding their net realizable value, which is estimated using indicative market pricing available at the time the estimate was made. As a result, we recognized a loss of $ million in Cost of materials and other in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023 to reflect the net realizable value of such inventories. adjustment was necessary for the years ended December 31, 2022 and 2021.

$ Buildings and improvements ROU finance leases Land and improvements Furniture and fixtures Construction in progress Other

Less: Accumulated depreciation and amortization

()()Total property, plant and equipment, net$ $

Expenditures for routine maintenance and repair costs are expensed when incurred and are reported in Direct operating expenses (exclusive of depreciation and amortization) in the Company’s Consolidated Statements of Operations. For the years ended December 31, 2023, 2022, and 2021, depreciation and amortization expenses were $ million, $ million, and $ million, respectively, and capitalized interest was $ million, $ million, and $ million, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company had not identified the existence of an impairment indicator for our long-lived asset groups as outlined under the FASB ASC Topic 360, Property, Plant, and Equipment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

% interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer. We applied the VIE model under FASB ASC Topic 810, Consolidation, to our variable interest in CVRP JV and determined that CVRP JV is a VIE. While we concluded we are not the primary beneficiary of CVRP JV, we do have significant influence over CVRP JV’s operating and financial policies and, therefore, applied the equity method of accounting for our investment in CVRP JV.

We deferred the recognition of the noncash consideration received and have recognized such revenue as the performance obligation associated with the CO Contract is satisfied. Refer to Note 9 (“Revenue”) for further discussion. We have elected to record our share of the earnings or loss of CVRP JV one quarter in arrears. Distributions received from CVRP JV will reduce our equity method investment and will be recorded in the period in which they are received.

•Enable South Central Pipeline, LLC (“Enable JV”) - Through our subsidiaries, we own a % interest in Enable JV, which operates a -inch -mile crude oil pipeline with a capacity of approximately 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 % interest in Midway JV, which operates a -inch -mile crude oil pipeline with a capacity of approximately 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.

Cash distributions ()()()Equity income Balance at December 31, 2022 CVRP JV inception

Cash distributions (1)

()()()()Equity income Balance at December 31, 2023$ $ $ $

(1)Of the CVRP JV amount, approximately $ million related to incremental costs associated with obtaining the CO Contract were capitalized and included in Prepaid expenses and other current assets and Other long-term assets in our Consolidated Balance Sheets.

As a result of exceeding certain carbon oxide capture and sequestration milestones during 2023, in February 2024, CVR Partners received a $ million distribution from CVRP JV which will be recognized in the first quarter of 2024.

or more renewal options to extend the lease term, which can be exercised at our sole discretion. Certain leases also include options to purchase the leased asset. Certain of our lease agreements include rental payments, which are adjusted periodically for factors such as inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Additionally, we do not have any material lessor or sub-leasing arrangements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ Railcars Real estate and other Lease liabilityPipelines and storage$ $ $ $ Railcars Real estate and other

Lease Expense Summary for the Year Ended December 31, 2023, 2022 and 2021

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.

$ $ Finance lease expense:Amortization of ROU asset$ $ $ Interest expense on lease liability Short-term lease expense$ $ $

Lease Terms and Discount Rates

years years years yearsWeighted-average discount rate % % % %

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$ 2025 2026 2027 2028 Thereafter Total lease payments Less: imputed interest()()Total lease liability$ $

The Company has entered into the following material lease commitments that have not yet commenced:

•On February 21, 2022, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”) entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”). Under the Messer Agreement, among other obligations, Messer is obligated to supply oxygen and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for oxygen from Messer’s facility. This arrangement for CRNF’s purchase of oxygen from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output, which includes oxygen, nitrogen, and compressed air, of Messer’s on-site production from its air separation unit over the life of the Messer Agreement. The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Fertilizer Facility. The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel. Based on terms outlined in the Messer Agreement, the Company expects the lease of the Oxygen Storage Vessel to be classified as a finance lease with an estimated amount within the range of $ million to $ 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ Personnel accruals Accrued taxes other than income taxes Accrued interest Accrued income taxes Deferred revenue Operating lease liabilities Share-based compensation Derivatives Other accrued expenses and liabilities Total other current liabilities$ $

% Senior Notes, due February 2025, net of current portion (1)$ $

% Senior Notes, due February 2028

% Senior Notes, due January 2029

Unamortized debt issuance costs()()Total CVR Energy debt

Petroleum Segment:

Finance lease obligations, net of current portion

Total Petroleum Segment finance lease obligations, net of current portion

Nitrogen Fertilizer Segment:

% Senior Secured Notes, due June 2028

Unamortized debt issuance costs()()

Total Nitrogen Fertilizer Segment debt

Total long-term debt and finance lease obligations, net of current portion

Current portion of long-term debt and finance lease obligations (1)

Total long-term debt and finance lease obligations, including current portion$ $

(1)On December 21, 2023, the Company delivered a notice of redemption to the holders of its % Senior Notes, due February 2025 (the “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 $ million principal amount of the 2025 Notes was classified as short-term as of December 31, 2023. On February 15, 2024, the 2025 Notes were redeemed in full, at par, plus accrued and unpaid interest to the redemption date.

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$ $ $ June 30, 2027

Nitrogen Fertilizer Segment:

Asset Based (“CVR Partners ABL”) Credit Agreement

$ $ $ $ September 26, 2028

CVR Energy

2029 Notes - On December 21, 2023, CVR Energy completed the issuance of $ million in aggregate principal amount of % 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. The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of the Company’s existing domestic subsidiaries (other than Wynnewood Insurance Corporation, CVR Aviation, LLC, CVR GP, LLC, CVR Partners, LP, UAN Services, LLC and each of their respective subsidiaries and CHC GP, LLC, RHC GP, LLC and FHC GP, LLC).

In relation to the issuance of the 2029 Notes, the Company received $ million of net cash proceeds, net of underwriting fees and certain other third-party fees and expenses associated with the offering. The debt issuance costs of the 2029 Notes totaled approximately $ million and will be amortized over the term of the 2029 Notes as interest expense using the effective-interest amortization method. These proceeds were reserved for the payment of the 2025 Notes on February 15, 2024 and are presented in Reserved funds for debt payment on our Consolidated Balance Sheets as of December 31, 2023.

%2027%2028%

The indenture governing the 2029 Notes contains restrictive covenants limiting our ability and the ability of our restricted subsidiaries (as defined in the indenture) to: (i) incur additional indebtedness or issue certain shares of capital stock; (ii) grant or permit to exist liens on certain assets to secure debt; (iii) pay dividends or make other equity distributions; (iv) purchase or redeem capital stock; (v) make certain investments; (vi) sell assets; (vii) agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans or other asset transfers to the Company; (viii) consolidate, merge, sell or otherwise dispose of all or substantially all assets; or (ix) engage in transactions with affiliates. The indenture also contains customary events of default.

2025 Notes and 2028 Notes - On January 27, 2020, CVR Energy completed a private offering of $ million aggregate principal amount of % Senior Unsecured Notes due 2025 (the “2025 Notes”) and $ million aggregate principal amount of % Senior Unsecured Notes due 2028 (the “2028 Notes” and, collectively with the 2025 Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 each year, commencing on August 15, 2020. The 2025 Notes mature on February 15, 2025, unless earlier redeemed or repurchased by the issuers. The 2028 Notes mature on February 15, 2028, unless earlier redeemed or repurchased by the issuers. The Notes are jointly and severally guaranteed on a senior unsecured basis by the wholly-owned subsidiaries of CVR Energy with the exception of CVR Partners and its subsidiaries and certain immaterial wholly-owned subsidiaries of CVR Energy.

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%2023%2024%2024%2025%2026 and thereafter%

The indenture governing the Notes imposes covenants that will, among other things, limit our ability and the ability of our restricted subsidiaries to: (i) incur additional indebtedness or issue certain disqualified equity; (ii) create liens on certain assets to secure debt; (iii) pay dividends or make other equity distributions; (iv) purchase or redeem capital stock; (v) make certain investments; (vi) sell assets; (vii) agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to us; (viii) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; (ix) engage in transactions with affiliates; and (x) designate our restricted subsidiaries as unrestricted subsidiaries. In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least % of the 2025 Notes and 2028 Notes to cause, amongst other available remedies, the acceleration of the respective notes.

On April 12, 2022 and July 1, 2022, numerous additional indirect, wholly-owned subsidiaries of CVR Energy (the “Joining Subsidiaries”) executed and delivered supplemental indentures pursuant to which such Joining Subsidiaries unconditionally guaranteed all of the Company’s obligations under the Notes on the terms and conditions set forth in the note guarantee and the indenture governing the Notes.

On February 15, 2024, CVR Energy redeemed all of the outstanding 2025 Notes, at par, and settled accrued interest of approximately $ million through the date of redemption. As a result of this transaction, the Company will recognize a $ million loss on extinguishment of debt in the first quarter of 2024, which consists of the write-off of unamortized deferred financing costs.

CVR Energy ABL - Certain subsidiaries of the Company (the “Credit Parties”) are parties to that certain Amended and Restated ABL Credit Agreement, dated December 20, 2012, as heretofore amended (as amended, the “CVR Energy ABL”) with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”). The CVR Energy ABL is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $ million with a $ million incremental facility, which is subject to additional lender commitments and certain other conditions. The CVR Energy ABL provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of $ million for swingline loans and $ million (or $ million if increased by the Agent) for letters of credit. The proceeds of the loans may be used for capital expenditures, working capital and general corporate purposes of the Credit Parties and their subsidiaries. The CVR Energy ABL is scheduled to mature on June 30, 2027.

Loans under the CVR Energy ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) % plus the Term SOFR or (b) % plus a base rate, if CVR Refining, LP’s (“CVR Refining”) quarterly excess availability is greater than 50%, and (ii) (a) % plus the Term SOFR or (b) % plus a base rate, otherwise. All borrowings under the CVR Energy ABL are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. The Credit Parties must also pay a commitment fee on the unutilized commitments and pay customary letter of credit fees.

The CVR Energy ABL contains customary covenants for a financing of this type and requires the Credit Parties in certain circumstances to comply with a minimum fixed charge coverage ratio test, and contains other customary restrictive covenants that limit the Credit Parties’ ability and the ability of their subsidiaries to, among other things, incur liens, engage in a consolidation, merger and purchase or sale of assets, pay dividends, incur indebtedness, make advances, investment and loans, enter into affiliate transactions, issue equity interests, or create subsidiaries and unrestricted subsidiaries.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million aggregate principal amount of % Senior Secured Notes due 2028 (the “2028 UAN Notes”). Interest on the 2028 UAN Notes is payable semi-annually in arrears on June 15 and December 15 each year, commencing on December 15, 2021. The 2028 UAN Notes mature on June 15, 2028, unless earlier redeemed or repurchased by the Issuers. The 2028 UAN Notes are jointly and severally guaranteed on a senior secured basis by all the existing domestic subsidiaries of CVR Partners, excluding Finance Co.

The Issuers may, at their option, at any time and from time to time prior to June 15, 2024, on any one or more occasions, redeem all or part of the 2028 UAN Notes, at a price equal to % of the principal amount plus a “make whole” premium, plus accrued and unpaid interest.

%2025%2026 and thereafter%

The 2028 UAN Notes contain customary covenants for a financing of this type that, among other things, restricts CVR Partners’ ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase CVR Partners’ units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue disqualified stock; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from CVR Partners’ restricted subsidiaries to CVR Partners; (vii) consolidate, merge or transfer all or substantially all of CVR Partners’ assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. The 2028 UAN Notes contains a permitted investment activity carveout that allows for the transfer of certain carbon capture assets to a joint venture for the purpose of monetizing potential tax credits. In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least % of the 2028 UAN Notes to cause the acceleration of the 2028 UAN Notes, in addition to the pursuit of other available remedies.

CVR Partners ABL - On September 26, 2023, CVR Partners and certain of its subsidiaries entered into Amendment No. 1 to the Credit Agreement (the “CVR Partners ABL Amendment”) with Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as administrative agent, collateral agent and a lender. The CVR Partners ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “CVR Partners ABL”), by and among the credit parties thereto and Wells Fargo, as administrative agent, collateral agent and a lender, to, among other things, (i) increase the aggregate principal amount available under the credit facility by an additional $ million to a total of $ million in the aggregate, with an incremental facility of an additional $ million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional to September 26, 2028. The CVR Partners ABL provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $ million for swingline loans and $ million for letters of credit. The proceeds of the loans may be used for general corporate purposes of CVR Partners and its subsidiaries. The foregoing description of the CVR Partners ABL Amendment does not purport to be complete and is qualified in its entirety by its terms, which is furnished as an exhibit to this Report.

Loans under the CVR Partners ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) % plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) % plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) % plus SOFR or (b) % plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) % plus SOFR or (b) % plus a base rate,

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$ $ $

Distillates (2)

Ammonia UAN Urea products

Freight revenue (3)

Other products (4)

Revenue from product sales Crude oil sales

Other revenue

Total revenue$ $ $ $

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$ $ $

Distillates (2)

Ammonia UAN Urea products

Freight revenue (3)

Other products (4)

Revenue from product sales Crude oil sales

Other revenue

Total revenue$ $ $ $

Year Ended December 31, 2021

(in millions)

Petroleum Segment (1)

Nitrogen Fertilizer Segment

Other / Eliminations

Consolidated

Gasoline

Distillates (2)

Ammonia

UAN

Urea products

Freight revenue (3)

Other products (4)

()

Revenue from product sales

()

Crude oil sales

Other revenue

Total revenue

()

(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 activity.

(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.

(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.

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As of December 31, 2023, the Nitrogen Fertilizer Segment had approximately $ million of remaining performance obligations for contracts with an original expected duration of more than one year. The Nitrogen Fertilizer Segment expects to recognize $ million of these performance obligations as revenue by the end of 2024, an additional $ million in 2025, and the remaining balance thereafter.

Contract Balances

Add:New prepay contracts entered into during the period Noncash consideration received as part of the 45Q Transaction Less:Revenue recognized that was included in the contract liability balance at the beginning of the period()Revenue recognized related to contracts entered into during the period()Revenue recognized related to noncash consideration()Other changes()

Total deferred revenue at December 31, 2023

Less: Current portion of deferred revenue

$()Total long-term deferred revenue$

Major Customers

Petroleum Segment - The Petroleum Segment had two customers that accounted for 10% or more of the petroleum net sales at approximately % and % for the year ended December 31, 2023, and % and % for the year ended December 31, 2022. The Petroleum Segment had one customer who comprised % of petroleum net sales for the year ended December 31, 2021.

Nitrogen Fertilizer Segment - The Nitrogen Fertilizer Segment had two customers that accounted for 10% or more of the nitrogen fertilizer net sales at approximately % and % for the year ended December 31, 2023, and % and % for the year ended December 31, 2022. The Nitrogen Fertilizer Segment had one customer who comprised % of nitrogen fertilizer net sales for the year ended December 31, 2021.

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SwapsNYMEX Diesel Cracks() SwapsNYMEX RBOB Cracks() SwapsNYMEX 2-1-1 Cracks() FuturesCrude ()FuturesULSD ()FuturesSoybean ()

$ $ $

Other long-term assets

Other current liabilities

()

outstanding awards under the LTIPs, and the only outstanding and unvested awards are issued in connection with and not under the LTIPs.

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million if the average closing price of the Company’s common stock over the -day trading period from January 6, 2025 through February 20, 2025 is equal to or greater than $ per share. Under the CEO Performance Award, as of December 31, 2023 and 2022, the Company had outstanding liability.

Compensation Expense

$ $ $ CVR Partners - Phantom Units Performance Unit Awards:

CEO Performance Award (1)

() Total share-based compensation expense$ $ $ $

(1)All expenses, recognized and unrecognized, related to the CEO Performance Award are contingent upon whether the performance parameters are probable of being met. If the performance parameters are not met, no expense will be recognized.

The total tax benefit recognized during the years ended December 31, 2023, 2022, and 2021 related to compensation expense was $ million, $ million, and $ million, respectively. As of December 31, 2023 and 2022, the Company had a liability of $ million and $ million, respectively, for cash settled non-vested Share-Based Awards and associated dividend and distribution equivalent rights. For the years ended December 31, 2023, 2022, and 2021, the Company paid cash of $ million, $ million, and $ million, respectively, to settle liability-classified awards upon vesting.

Other Benefit Plans

The Company sponsors and administers defined-contribution 401(k) plans, the CVR Energy 401(k) Plan and the CVR Energy 401(k) Plan for Represented Employees (collectively, the “Plans”), in which the Company’s employees may participate. Participants in the Plans may elect to contribute a designated percentage of their eligible compensation in accordance with the Plans, subject to statutory limits. The Company provides a matching contribution of % of the first % of eligible compensation contributed by participants. Participants in the Plans are immediately vested in their individual contributions. The Plans provide for a vesting schedule for the Company’s matching contributions and contain a provision to count service with predecessor organizations. The Company had contributions under the Plans of $ million and $ million for the years ended December 31, 2023 and 2022, respectively. The Company did t contribute under the Plans for the year ended December 31, 2021, as the Company’s matching contributions for the Plans were suspended effective January 1, 2021 and resumed effective January 1, 2022.

million and receivable of $ million, respectively, from the IRS and certain state jurisdictions.

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$ $ State Total current Deferred:Federal ()()State ()Total deferred ()()

Total income tax expense (benefit)

$ $ $()

$ $ State income taxes, net of federal tax benefit Changes in enacted state tax rates, net of federal tax expense() ()State tax incentives, net of federal tax expense()()()Noncontrolling interest()()()Renewable fuel incentives()() Other, net

Total income tax expense (benefit)

$ $ $()

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$ Inventories Right of use lease liability Contingent liabilities State tax credit carryforward, net Total gross deferred income tax assets Unrealized gains/losses() Prepaid expenses() Right of use lease asset() Investment in CVR Partners()()Investment in CVR Refining ()Investment in Joint Ventures() Property, plant and equipment() Turnaround costs() Other()()Total gross deferred income tax liabilities()()Net deferred income tax liabilities$()$()

Effective February 1, 2023, we completed a restructuring of our business to segregate the renewables business. The restructuring took place in several phases, and included the formation of new, wholly-owned subsidiaries of CVR Energy to which certain assets were transferred. See Part II, Item 7, Renewables Business, for further discussion of the restructuring. The Deferred income tax assets and Deferred income tax liabilities as of December 31, 2023 reflect such restructuring.

Although realization is not assured, management believes that it is more likely than not that all of the deferred income tax assets will be realized, and therefore, valuation allowance was recognized as of December 31, 2023 and 2022.

As of December 31, 2023, CVR Energy has state tax credits of approximately $ million, which are available to reduce future state income taxes. These credits have an indefinite carryover period.

Uncertain Tax Positions

$ $ Reductions related to expirations from statute of limitations()() Balance, end of year$ $ $

Included in the balance of unrecognized tax benefits as of December 31, 2023, 2022, and 2021 are $ million, $ million, and $ million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Additionally, the Company reasonably believes that unrecognized tax positions related to state income tax credits will be recognized by the end of 2024 as a result of the expiration of statute of limitations. unrecognized tax benefits were netted with Deferred income tax asset

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million of unrecognized tax benefits were netted with Deferred income tax asset carryforwards as of December 31, 2022. The remaining unrecognized tax benefits are included in Other long-term liabilities in the Consolidated Balance Sheets.

CVR Energy recognized $ million interest benefit and liability for interest as of December 31, 2023, $ million interest expense and $ million liability for interest as of December 31, 2022, and $ million interest expense and $ million liability for interest as of December 31, 2021. penalties were recognized during 2023, 2022, or 2021.

2025 2026 2027 2028 Thereafter $

Expenses associated with these obligations are included in Direct operating expenses (exclusive of depreciation and amortization), and, for the years ended December 31, 2023, 2022, and 2021, totaled $ million, $ million, and $ million, respectively.

Crude Oil Supply Agreement

The Petroleum Segment had a crude oil supply agreement with Vitol Inc. (“Vitol”) until December 31, 2023, pursuant to which Vitol supplied 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. Volumes contracted under this agreement, as a percentage of the total crude oil purchases (in barrels), were approximately %, %, and % for the years ended December 31, 2023, 2022, and 2021, respectively. On June 28, 2023, the Company, through one of its indirect wholly owned subsidiaries, entered into a crude oil supply agreement (as amended, the “Gunvor Crude Oil Supply Agreement”) with Gunvor USA LLC (“Gunvor”), pursuant to which Gunvor will supply certain crude oil and intermediation logistics in connection with deliveries beginning on or about January 1, 2024. On December 21, 2023, we entered into that certain Amended and Restated Crude Oil Supply Agreement, which extended the initial term of the Gunvor Crude Oil Supply Agreement for , until January 31, 2026, and made certain other non-material updates. The term of the Gunvor Crude Oil Supply Agreement is subject to automatic renewals following the expiration of the initial term in the absence of either party providing 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 Consolidated Balance Sheets as of December 31, 2023.

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million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $ 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.

Contingencies

Call Option Coverage Case - In January 2021, the Company’s primary and excess insurers (the “Insurers”) filed suit for declaratory judgment in the 434th Judicial District Court of Fort Bend County, Texas seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ million for the Company’s December 2022 settlement of the consolidated lawsuits (collectively, the “Call Option Lawsuits”) filed by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholders against the Company and certain of its affiliates (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 Stipulation, Compromise and Release (the “Settlement”), which Settlement was entered into in August 2022 and had no further impact on the Company’s financial position or results of operations beyond the $ million recognized within Other (expense) income, net in the Consolidated Statements of Operations for the year ended December 31, 2022 to reflect the estimated probable loss. In November 2022, the court granted summary judgment in favor of the Insurers, which the Company has appealed, and which appeal remains pending and in its earliest stages. Also in January 2021, the Company filed suit against the Insurers in the Superior Court of the State of Delaware (the “Superior Court”) alleging breach of contract and breach of the implied covenant of good faith and fair dealing against their primary and excess 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 Call Option Lawsuits, which complaint was amended in January 2023 to seek recovery from the Insurers of all of the amounts paid in settlement of the Call Option Lawsuits. While our appeal of the Texas court decision and our Superior Court lawsuit 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.

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 years ended December 31, 2023, 2022, and 2021, the Company’s obligated-party subsidiaries recognized a benefit of approximately $ million and an expense of $ million and $ million, respectively, for their compliance with the RFS (based on the 2020, 2021, 2022, and 2023 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 on the 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 December 31, 2023 and 2022, the Company’s obligated-party subsidiaries’ RFS positions were approximately $ million and $ million, respectively, and are recorded in Other current liabilities on the Consolidated Balance Sheets.

RFS Disputes - In 2022, WRC joined certain other small refineries in bringing suit against the EPA in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) challenging the EPA’s denials of WRC’s petitions for small refinery

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million and $ million, respectively. These amounts are reflected in Other current liabilities or Other long-term liabilities depending on when the Company expects to expend such amounts.

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 Consolidated Statements of Operations. The other amounts reflect renewable fuels activities, intercompany eliminations, corporate cash and cash equivalents, income tax activities, and other corporate activities that are not allocated or aggregated to the reportable segments.

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$ $ $ Inter-segment fees and sales ()— Total sales Operating income (loss)$ $ $()$ Interest income (expense) ()()()Other income, net Income before income tax expense$ Depreciation and amortization$ $ $ $

Capital expenditures (1)

Year Ended December 31, 2022

(in millions)

Petroleum Segment

Nitrogen Fertilizer Segment

Other / Eliminations

Consolidated

Net sales

Inter-segment fees and sales

()

—

Total sales

Operating income (loss)

()

Interest income (expense)

()

Other expense, net

()

Income before income tax expense

Depreciation and amortization

Capital expenditures (1)

Year Ended December 31, 2021

(in millions)

Petroleum Segment

Nitrogen Fertilizer Segment

Other / Eliminations

Consolidated

Net sales

()

Inter-segment fees and sales

()

—

Total sales

()

Operating (loss) income

()

Interest income (expense)

()

Investment income on marketable securities

Other income, net

Income before income tax benefit

(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures and business combinations.

(2)Other includes amounts for the Wynnewood renewable diesel unit project and renewable feedstock pretreater project.

$ $ Cash paid for interest Cash paid for amounts included in the measurement of lease liabilities:Operating cash flows from operating leases Operating cash flows from finance leases Financing cash flows from finance leases Noncash investing and financing activities:

Change in capital expenditures included in accounts payable (1)

() Change in turnaround expenditures included in accounts payable () Change in deferred financing costs included in accounts payable Noncash dividends to CVR Energy stockholders

(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.

Reserved funds (1)

Restricted cash (2)

Cash, cash equivalents, reserved funds and restricted cash$ $

(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)The restricted cash balance is included within Prepaid expenses and other current assets on the Consolidated Balance Sheets. See Note 14 (“Commitments and Contingencies”) for further discussion.

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$ $ Purchases from related parties:Enable Joint Venture Transportation Agreement

Midway Joint Venture Agreement (2)

Payments:

Dividends (3)

(1)Sales to related parties, included in Net sales in our 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 Consolidated Statements of Operations, represents reimbursements for crude oil transportation services incurred on the Midway JV through Vitol as the intermediary purchasing agent.

(3)See below for a summary of the dividends paid to IEP during the years ended December 31, 2023, 2022, and 2021.

Enable Joint Venture Transportation and Terminalling Services Agreements

We are party to a transportation agreement, effective September 19, 2016, as part of the Enable JV for an initial term of years under which Enable provides transportation services for crude oil purchased within a defined geographic area. Additionally, we entered into a terminalling services agreement, effective September 19, 2016, with Enable JV under which it receives access to Enable JV’s terminal in Lawrence, Oklahoma to unload and pump crude oil into Enable JV’s pipeline for an initial term of years.

Dividends to CVR Energy Stockholders

$ $ $

2023 - 1st Quarter

May 22, 2023

2023 - 2nd Quarter

August 21, 2023

2023 - 3rd Quarter

November 20, 2023

Total 2023 quarterly dividends

$ $ $ $

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$ $ $ 2023 - 3rd QuarterNovember 20, 2023

Total 2023 special dividends

$ $ $ $

Quarterly Dividends Paid (in millions)

Related Period

Date Paid

Quarterly Dividends
Per Share

Public Stockholders

IEP

Total

2022 - 1st Quarter

May 23, 2022

2022 - 2nd Quarter

August 22, 2022

2022 - 3rd Quarter

November 21, 2022

Total 2022 quarterly dividends

Special Dividends Paid (in millions)

Related Period

Date Paid

Special Dividends
Per Share

Public Stockholders

IEP

Total

2022 - 2nd Quarter

August 22, 2022

2022 - 3rd Quarter

November 21, 2022

Total 2022 special dividends

There were quarterly dividends declared or paid during the first quarter of 2022 related to the fourth quarter of 2021, and there were quarterly dividends declared or paid during 2021 related to the first, second, and third quarters of 2021 and fourth quarter of 2020.

On May 26, 2021, the Company announced a special dividend of approximately $ million, or equivalent to $ per share of the Company’s common stock, to be paid in a combination of cash (the “Cash Distribution”) and the common stock of Delek held by the Company (the “Stock Distribution”). On June 10, 2021, the Company distributed an aggregate amount of approximately $ million, or $ per share of the Company’s common stock, pursuant to the Cash Distribution, and approximately shares of Delek common stock, which represented approximately % of the outstanding shares of Delek common stock, pursuant to the Stock Distribution. IEP received approximately shares of common stock of Delek and $ million in cash. The Stock Distribution was recorded as a reduction to equity through a derecognition of our investment in Delek, and the Company recognized a gain of $ million from the initial investment in Delek through the date of the Stock Distribution.

For the fourth quarter of 2023, the Company, upon approval by the Board on February 20, 2024, declared a cash dividend of $ per share, or $ million, which is payable March 11, 2024 to shareholders of record as of March 4, 2024. Of this amount, IEP will receive $ million due to its ownership interest in the Company’s shares.

Distributions to CVR Partners’ Unitholders

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$ $ $

2023 - 1st Quarter

May 22, 2023

2023 - 2nd Quarter

August 21, 2023

2023 - 3rd Quarter

November 20, 2023

Total 2023 quarterly distributions

$ $ $ $

Quarterly Distributions Paid (in millions)

Related Period

Date Paid

Quarterly Distributions
Per Common Unit

Public Unitholders

CVR Energy

Total

2021 - 4th Quarter

March 14, 2022

2022 - 1st Quarter

May 23, 2022

2022 - 2nd Quarter

August 22, 2022

2022 - 3rd Quarter

November 21, 2022

Total 2022 quarterly distributions

Quarterly Distributions Paid (in millions)

Related Period

Date Paid

Quarterly Distributions
Per Common Unit

Public Unitholders

CVR Energy

Total

4.4**

Indenture, dated as of January 27, 2020, among CVR Energy, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 27, 2020).

4.5**

Form of 5.250% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on January 27, 2020).

4.6**

Form of 5.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on January 27, 2020).

4.7**

Indenture, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 23, 2021).

4.8**

Form of 6.125% Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on June 23, 2021).

4.9**

Supplemental Indenture, dated as of April 12, 2022, among CVR Renewables, LLC, CVR Energy, Inc., the existing guarantors named therein and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed on May 3, 2022).

4.10**

Supplemental Indenture, dated as of July 1, 2022, among CVR Energy, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 1, 2022).

4.11**

Indenture, dated as of December 21, 2023, among CVR Energy, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (i ncorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 21, 2023).

4.12**

Form of 8.500% Senior Notes due 2029 (i ncorporated by reference to Exhibit 4.2 to the Company ’s Form 8-K filed December 21, 2023).

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10.1**			Amended and Restated ABL Credit Agreement, dated as of December 20, 2012, among CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as collateral agent and administrative agent (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on December 27, 2012).

10.1.1**			Amendment No. 1 to Amended and Restated ABL Credit Agreement, dated November 14, 2017, by and among CVR Refining, LP, Coffeyville Finance Inc., CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC, CVR Logistics, LLC, a group of lenders and Wells Fargo, National Association, as administrative agent and collateral agent (incorporated by reference as Exhibit 10.1 to the Form 8-K filed by CVR Refining, LP on November 17, 2017).

10.1.2**			Amendment No. 2 to Amended and Restated ABL Credit Agreement, dated as of December 23, 2019, and effective December 31, 2019, by and among CVR Refining, LP, Coffeyville Finance Inc., CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC, CVR Logistics, LLC, a group of lenders and Wells Fargo Bank, National Association, as collateral agent and administrative agent (incorporated by reference to Exhibit 10.1.2 to the Company’s Form 10-K filed on February 20, 2020).

10.1.3**			Amendment No. 3 to Amended and Restated ABL Credit Agreement dated June 30, 2022, by and among CVR Refining, LP and certain of its affiliates , Wells Fargo Bank, National Association, as administrative agent and collateral agent and the group of lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 1, 2022).

10.1.4**			Amendment No. 4 to Amended and Restated ABL Credit Agreement dated September 26, 2023, among CVR Refining, LP and certain of its affiliates from time to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on October 31, 2023).

10.2**			Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012, among CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on December 27, 2012).

10.3**			Master Service Agreement among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC, dated February 19, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-K filed on February 20, 2020).

10.4**			Master Service Agreement among CVR Services, LLC and subsidiaries of CVR Energy, dated February 19, 2020 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K filed on February 20, 2020).

10.4.1**			Amendment to Master Service Agreement, dated as of April 12, 2022, among CVR Services, LLC and subsidiaries of CVR Energy (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-Q filed on May 3, 2022).

10.5**			Second Amended and Restated Crude Oil Supply Agreement, dated August 4, 2021, by and between Vitol Inc. and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference as Exhibit 10.1 to the Company’s Form 10-Q filed on November 2, 2021).

10.6**			Composite copy of the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP (as amended by Amendment No. 1 effective January 1, 2018) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed by CVR Partners, LP on April 26, 2018 (Commission File No. 001-35120)).

10.7**			Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on December 6, 2007).

10.7.1**			Supplement to Environmental Agreement, dated as of February 15, 2008, by and between Coffeyville Resources Refining and Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 to the Company’s Form 10-K filed on March 28, 2008).

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10.7.2**			Second Supplement to Environmental Agreement, dated as of July 23, 2008, by and between Coffeyville Resources Refining and Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 14, 2008).

10.8**			Amended and Restated Omnibus Agreement, dated as of April 13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K/A filed on May 23, 2011).

10.9**			Lease and Operating Agreement, dated as of May 4, 2012, by and between Coffeyville Resources Terminal, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on August 2, 2012).

10.10**+			Form of Indemnification Agreement (incorporated by reference to Exhibit 10.49 to the Company’s Form 10-K for the year ended December 31, 2008, filed on March 13, 2009).

10.11**+			Second Amended and Restated CVR Energy, Inc. 2007 Long Term Incentive Plan, dated as of June 6, 2017 (incorporated by reference to Appendix A to the Company’s Proxy Statement filed on April 27, 2017).

10.12**+			Form of CVR Energy, Inc. Incentive Unit Agreement (incorporated by reference to Exhibit 10.31 to the Company’s Form 10-K filed on February 21, 2019).

10.12.1**+			Form CVR Energy, Inc. Incentive Unit Agreement (Executive) (incorporated by reference to Exhibit 10.31.1 to the Company’s Form 10-K filed on February 21, 2019).

10.12.2**+			Form CVR Energy, Inc. Incentive Unit Agreement (Executive) (incorporated by reference to Exhibit 10.17.2 to the Company’s Form 10-K filed on February 23, 2022).

10.12.3**+			Form CVR Energy, Inc. Incentive Unit Agreement (incorporated by reference to Exhibit 10.17.3 to the Company’s Form 10-K filed on February 23, 2022).

10.13**+			CVR Energy, Inc. Change in Control and Severance Plan, as amended effective January 1, 2022 (incorporated by reference to Exhibit 10.18.1 to the Company’s Form 10-K filed on February 23, 2022).

10.14**+			CVR Partners, LP Long-Term Incentive Plan (adopted March 16, 2011) (incorporated by reference to Exhibit 10.1 to the Form S-8 filed by CVR Partners, LP on April 12, 2011).

10.15**+			Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.30.2 to the Company’s Form 10-K filed on February 20, 2020).

10.16**+			Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.30.3 to the Company’s Form 10-K filed on February 20, 2020).

10.16.1**+			Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.22.4 to the Company’s Form 10-K filed on February 23, 2022).

10.16.2**+			Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.22.5 to the Company’s Form 10-K filed on February 23, 2022).

10.17**			Collateral Trust Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by CVR Partners, LP on June 16, 2016 (Commission File No. 001-35120)).

10.17.1**			Parity Lien Security Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee(incorporated by reference to Exhibit 10.2 of the Form 8-K filed by CVR Partners, LP on June 16, 2016 (Commission File No. 001-35120)).

10.18**			Intercreditor Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent for the secured parties, Wilmington Trust, National Association, as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by CVR Partners, LP on October 6, 2016 (Commission File No. 001-35120)).

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10.19**			On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of July 31, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 4, 2020).

10.20**			Amendment No. 1 to On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of February 21, 2022 (incorporated by reference to Exhibit 10.30.1 to the Company’s Form 10-K filed on February 23, 2022).

10.21**+			CVR Energy, Inc. 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.41 to the Company’s Form 10-K filed on February 23, 2021).

10.22**+			CVR Partners, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.42 to the Company’s Form 10-K filed on February 23, 2021).

10.23**+			CVR Refining, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K filed on February 23, 2021).

10.24**+			CVR Energy, Inc. 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 3, 2022).

10.25**+			CVR Partners, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on May 3, 2022).

10.26**+			CVR Refining, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.10 to the Company's Form 10-Q filed on May 3, 2022).

10.27**+^			CVR Energy, Inc. and Subsidiaries 2023 Performance-Based Bonus Plan - CORPORATE, approved February 17, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 2, 2023).

10.28**+^			CVR Partners, LP and Subsidiaries 2023 Performance-Based Bonus Plan - FERTILIZER, approved February 17, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 2, 2023).

10.29**+^			CVR Energy, Inc. and Subsidiaries 2023 Performance-Based Bonus Plan - REFINING, approved February 17, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 2, 2023).

10.30**			Collateral Trust Joinder, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 23, 2021).

10.31**			The Joinder Agreement (Other Parity Lien Obligations), dated as of June 23, 2021, among Wilmington Trust, National Association, as an other parity obligations representative, UBS AG, Stamford Branch, as collateral agent under the Existing ABL Facility, Wilmington Trust, National Association, as applicable parity lien representative, Wilmington Trust, National Association, as parity lien collateral trustee and CVR Partners, LP (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on June 23, 2021).

10.32**			Credit Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 30, 2021).

10.32.1**^			Amendment No. 1 to Credit Agreement dated September 26, 2023, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on September 27, 2023).

10.33**			Guaranty and Security Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 30, 2021).

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10.34**			Joinder Agreement (Other Parity Lien Obligations), dated as of September 30, 2021, among Wilmington Trust, National Association (“WTNA”), as an other applicable parity obligations representative, UBS AG, Stamford Branch (“UBS”), as collateral agent under the existing ABL Facility, WTNA, as applicable parity lien representative, WTNA, as parity lien collateral trustee, Wells Fargo, as collateral agent under the ABL Credit Facility and CVR Partners (on behalf of itself and its subsidiaries) to that certain intercreditor agreement dated as of September 30, 2016 (as amended, supplemented or otherwise modified to date), among the Credit Parties, certain of their subsidiaries from time to time party thereto, UBS as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto(incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on September 30, 2021).

10.35**+			Employment Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 27, 2021).

10.36**+			Performance Unit Award Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference as Exhibit 10.22 to the Form 10-K filed by CVR Partners, LP on February 23, 2018 (Commission File No. 001-35120)).

10.37**+			Amendment to Performance Unit Award Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 27, 2021).

10.38**Õ			Counterpart Agreement, dated April 12, 2022, by CVR Renewables, LLC to the Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on May 3, 2022).

10.39**			Joinder Agreement, dated as of April 12, 2022, by CVR Renewables, LLC to the Amended and Restated ABL Credit Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q filed on May 3, 2022).

10.40**			Joinder Agreement, dated as of July 22, 2022, by certain subsidiaries of CVR Energy, Inc. to the Amended and Restated ABL Credit Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on August, 2, 2022).

10.41**Õ			Counterpart Agreement, dated as of July 22, 2022, by certain subsidiaries of CVR Energy, Inc. to the Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed on August, 2, 2022).

10.42**Õ^			Amended and Restated Limited Liability Company Agreement of CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on May 2, 2023).

10.43**Õ^			Transaction Agreement dated January 6, 2023 by and among CVR Partners, LP and certain of its subsidiaries, CVR-CapturePoint Parent LLC, CapturePoint LLC and certain Investors relating to the purchase of membership interests in CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on May 2, 2023).

10.44*^			Amended & Restated Crude Oil Supply Agreement, dated December 21, 2023, by and between Gunvor USA LLC and CVR Supply & Trading, LLC.

21.1*			List of Subsidiaries of CVR Energy, Inc.

23.1*			Consent of Grant Thornton LLP.

31.1*			Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer.

31.2*			Rule 13a-14(a)/15d-14(a) Certification of Executive Vice President, Chief Financial Officer.

31.3*			Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer and Corporate Controller.

32.1†			Section 1350 Certification of President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and Chief Accounting Officer and Corporate Controller.

97.1*			CVR Energy, Inc. Policy for the Recovery of Erroneously Awarded Compensation effective October 2 , 2023.

97.2*			CVR Partners, LP Policy for the Recovery of Erroneously Awarded Compensation effective October 2 , 2023.

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101*			The following financial information for CVR Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged in detail. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104*			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Previously filed.

† Furnished herewith.

+ Denotes management contract or compensatory plan or arrangement.

Õ The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request.

PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company, its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company, its business or operations on the date hereof.

Item 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


			CVR Energy, Inc.
			By:			/s/ DAVID L. LAMP
						David L. Lamp
						President and Chief Executive Officer

Date: February 21, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ DAVID L. LAMP	President, Chief Executive Officer, and Director (Principal Executive Officer)	February 21, 2024
David L. Lamp

/s/ DANE J. NEUMANN	Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer)	February 21, 2024
Dane J. Neumann

/s/ JEFFREY D. CONAWAY	Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)	February 21, 2024
Jeffrey D. Conaway

/s/ TED PAPAPOSTOLOU	Chairman of the Board of Directors	February 21, 2024
Ted Papapostolou

/s/ JAFFREY A. FIRESTONE	Director	February 21, 2024
Jaffrey A. Firestone

/s/ HUNTER C. GARY	Director	February 21, 2024
Hunter C. Gary

/s/ STEPHEN MONGILLO	Director	February 21, 2024
Stephen Mongillo

/s/ JAMES M. STROCK	Director	February 21, 2024
James M. Strock

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CVR ENERGY INC - Annual Report: 2023 (Form 10-K)

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