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Item 1. Business

2024-02-21 compared with 2023-02-22 · 166 added, 153 removed, 300 unchanged (52% of the section changed)

CVR Energy, Inc.

is a diversified holding company, formed in September 2006, primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”), and also produces and markets renewable diesel.

The Petroleum Segment refines and markets high value transportation fuels.

CVR Partners produces and markets nitrogen fertilizers primarily in the form of UAN and ammonia.

As used in this Annual Report on Form 10-K, the terms “CVR Energy”, the “Company”, “we”, “us”, or “our” generally include the Company’s subsidiaries, including CVR Partners and its subsidiaries, as consolidated subsidiaries of the Company, unless otherwise noted.

The Petroleum Segment refines and markets high value transportation fuels primarily in the form of gasoline and diesel fuels.

CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia.

CVR Energy also produces and markets renewable diesel.

Our renewable diesel operations are not allocated or aggregated to our reportable segments, but are reflected in our consolidated results of operations.

Refer to “Petroleum” and “Nitrogen Fertilizer” below for further details on our two reportable segments.

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and its affiliates (“IEP”) owned approximately 66% of our outstanding common stock.

As of December 31, 2022, we owned the general partner and approximately 37% of the outstanding common units representing limited partner interests in CVR Partners, with the public owning the remaining outstanding common units of CVR Partners.

As of December 31, 2023, CVR Energy owned the general partner and approximately 37% of the outstanding common units representing limited partner interests in CVR Partners, with the public owning the remaining outstanding common units of CVR Partners.

The following graphic depicts the Company’s history and key events that have occurred since the Company’s formation.

Company Transformation

During 2022, the Company advanced its renewables initiatives.

Since 2022, the Company has advanced its renewables initiatives.

In April 2022, we completed a project at our Wynnewood Refinery by converting the refinery’s hydrocracker to a renewable diesel unit (“RDU”) capable of producing approximately 100 million gallons of renewable diesel per year at a total cost of $179 million.

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it is also capable of being returned to hydrocarbon service primarily through a catalyst change.

In November 2021, CVR Energy’s board of directors (the “Board”) approved the renewable feedstock pretreater project at the Wynnewood Refinery, which is currently expected to be completed in the third quarter of 2023 at an estimated cost of $95 million.

In November 2021, CVR Energy’s board of directors (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, but is not currently in service.

Throughout 2022, the Company also advanced its renewables focus with its effort to transform its business to segregate its renewable business, and in February 2023, completed this effort, which included the formation of new CVR Energy indirect subsidiaries, the transfer of certain assets to such new subsidiaries, and execution of new intercompany agreements, among other actions.

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In connection with the sourcing of our renewable feedstocks, we face not only competition from consumers in the energy sector, such as renewable fuel producers, but also from non-energy related consumers, such as food producers.

This increased competition from non-traditional food producers creates a unique dynamic of competing priorities for food versus fuel.

Our renewables business is also highly dependent upon government

This increased competition from non-traditional food producers creates a unique

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subsidies, including tax and carbon credits.

dynamic of competing priorities for food versus fuel.

Our renewables business is also highly dependent upon government subsidies, including tax and carbon credits.

Our renewable diesel operations are not part of our reportable segments discussed below.

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The major operations of the Coffeyville Refinery include fractionation, catalytic cracking, hydrotreating, reforming, coking, isomerization, alkylation, sulfur recovery, and propane and butane recovery operating units.

The Coffeyville Refinery benefits from significant refining unit redundancies, which include two crude oil distillation, two vacuum towers, two sulfur recovery units, and five hydrotreating units.

The Coffeyville Refinery benefits from significant refining unit redundancies, which include two crude oil distillation units, two vacuum towers, two sulfur recovery units, and five hydrotreating units.

These redundancies allow the Coffeyville Refinery to continue to receive and process crude oil even if one tower requires maintenance without having to shut down the entire refinery.

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The Wynnewood Refinery has a name plate crude oil capacity of 74,500 bpd capable of processing 20,000 bpd of light sour crude oil (the “Wynnewood Refinery” and together with the Coffeyville Refinery, the “Refineries”) with major operations including fractionation, fluid catalytic cracking, hydrotreating, reforming, alkylation, sulfur recovery, and propane and butane recovery.

Similar to the Coffeyville Refinery, the Wynnewood Refinery benefits from unit redundancies, including two crude oil distillation and two vacuum towers as well as four hydrotreating units.

Similar to the Coffeyville Refinery, the Wynnewood Refinery benefits from unit redundancies, including two crude oil distillation units and two vacuum towers as well as four hydrotreating units.

Throughput by Refinery

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Madill to Springer 6” 32 18,000

Maysville to Lawyer 6” & 8” 124 12,000

Maysville to Cushing 6” & 8” 124 12,000

Velma to Maysville 6” & 8” 29 13,000

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(1) Through our subsidiaries, we own a 50% interest in the Midway JV and a 40% interest in the Enable JV.

While we have the ability to exercise influence through its participation on the board of directors of each of the Midway JV and the Enable JV, we do not serve as the day-to-day operator.

While we have the ability to exercise influence through our participation on the board of directors of each of the Midway JV and the Enable JV, we do not serve as the day-to-day operator.

We have determined that these entities should not be consolidated and are accounted for under the equity method.

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(2) In support of our Coffeyville Refinery, we operate a tank storage facility in close proximity to the Coffeyville Refinery (the “East Tank Farm”).

For the acquisition of crude oil within close proximity of the Refineries, we operate a fleet of 112 trucks and have contracts with third-party trucking fleets to acquire and deliver crude oil to our pipeline systems or directly to the Refineries for consumption or resale.

For the acquisition of crude oil within close proximity of the Refineries, we operate a fleet of 124 trucks as of December 31, 2023 and have contracts with third-party trucking fleets to acquire and deliver crude oil to our pipeline systems or directly to the Refineries for consumption or resale.

For the year ended December 31, 2023, the gathering system, which includes the pipelines outlined above and our trucking operations, supplied approximately 63% and 97% of the Coffeyville and Wynnewood Refineries’ crude oil demand, respectively.

Regionally sourced crude oils delivered to the Refineries usually have a transportation cost advantage compared to other domestic or international crudes given the Refineries’ proximity to the producing areas.

However, sometimes slightly heavier and more sour crudes may offer improved economics to the Refineries, notwithstanding the higher transportation costs.

However, sometimes slightly heavier and more sour crude oils may offer improved economics to the Refineries, notwithstanding the higher transportation costs.

The regionally-sourced crude oils we purchase are light and sweet enough to allow the Refineries to blend higher percentages of lower cost crude oils, such as heavy Canadian sour, to optimize economics within operational constraints.

Crude oils sourced outside of our gathering system are delivered to Cushing by various third-party pipelines, including the Keystone and Spearhead pipelines, on which we can be subject to proration, and subsequently to the Broome Station facility via the Midway JV pipeline.

From the Broome Station facility, crude oil is delivered to the Coffeyville Refinery via the Petroleum Segment’s 170,000 bpd proprietary pipeline system.

Crude oils are delivered to the Wynnewood Refinery through third-party

From the Broome Station facility, crude oil is delivered to the Coffeyville Refinery via the Petroleum

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and joint venture pipelines and received into storage tanks at terminals located within or near the refinery.

Segment’s 170,000 bpd pipeline system.

Crude oils are delivered to the Wynnewood Refinery through third-party and joint venture pipelines and received into storage tanks at terminals located within or near the refinery.

We also lease tank storage totaling 2.2 million barrels, including 2.0 million barrels at Cushing.

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WTL 731 1 % 1,975 3 % 2,706 1 %

WTS 462 — % 143 — % 605 — %

Midland WTI — — % 137 — % 137 — %

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DJ Basin 20,342 17 % — — % 20,342 11 %

Bakken 978 1 % — — % 978 1 %

Total crude throughput 123,024 100 % 68,240 100 % 191,264 100 %

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Customers for the Refineries’ petroleum products primarily include retailers, railroads, farm cooperatives, and other refiners/marketers in Group 3 of the PADD II region because of their relative proximity to the Refineries and pipeline access.

We typically sell bulk products to long-standing customers at spot market prices based on a Group 3 basis differential to prices quoted on the New York Mercantile Exchange (“NYMEX”) subject to other terms or adjustments, which are reported by industry market-related indices such as Platts and Oil Price Information Service (“OPIS”).

Rack sales are at posted prices that are influenced by the competitive forces in Group 3 of the PADD II region among other factors.

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The principal competitive factors affecting its refining operations are cost of crude oil and other feedstocks, refinery complexity, refinery efficiency, refinery product mix, product distribution and transportation costs, and costs of compliance with government regulations, including the Renewable Fuel Standard (“RFS”).

The locations of the Refineries provides us with a reliable supply of crude oil and a transportation cost advantage over our competitors.

The locations of the Refineries generally provide us with a reliable supply of crude oil and a transportation cost advantage over our competitors.

We primarily compete against CHS Inc.’s McPherson Refinery;

HF Sinclair Corporation’s (formerly known as HollyFrontier Corporation) El Dorado and Tulsa Refineries;

HF Sinclair Corporation’s El Dorado and Tulsa Refineries;

Phillips 66 Company’s Ponca Refinery;

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For the years ended December 31, 2023, 2022, and 2021, the Coffeyville Fertilizer Facility purchased approximately $41 million, $22 million, and $23 million, respectively, of pet coke, which equaled an average cost per ton of $78.14, $52.88, and $44.69, respectively.

For the years ended December 31, 2022, 2021, and 2020, we upgraded approximately 94%, 87%, and 87%, respectively, of our ammonia production into UAN, a product that generated greater profit per ton than ammonia for both 2022 and 2021, but not for 2020.

For the years ended December 31, 2023, 2022, and 2021, we upgraded approximately 92%, 94%, and 87%, respectively, of our ammonia production into UAN, a product that generated greater profit per ton than ammonia.

When the economics are favorable, we expect to continue upgrading substantially all of our ammonia production into UAN.

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The nitrogen products we produce are globally traded commodities and are subject to price competition.

The customers for CVR Partners’ products make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on

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customer service and product quality.

The customers for CVR Partners’ products make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on customer service and product quality.

The selling prices of its products fluctuate in response to global market conditions, feedstock costs, and changes in supply and demand.

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Nutrients are depleted in soil over time and, therefore, must be replenished through fertilizer application.

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As a result of these factors, UAN typically commands a premium price to urea and ammonia, on a nitrogen equivalent basis.

However, during 2020, UAN commanded a discount price to urea and premium to ammonia, on a nitrogen equivalent basis.

Global demand for fertilizers is driven primarily by grain demand and prices, which, in turn, are driven by population growth, farmland per capita, dietary changes in the developing world, and increased consumption of bio-fuels.

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As an example, China’s wheat and coarse grains production is estimated to have increased 42% between 2011 and 2023, but still failed to keep pace with increases in demand, prompting China to grow its wheat and coarse grain imports by more than 1,167% over the same period, according to the United States Department of Agriculture (“USDA”).

The United States is the world’s largest exporter and producer of coarse grains, accounting for 24% of world exports and 25% of world production for the fiscal year ended December 31, 2022, according to the USDA.

The United States is the world’s largest exporter of coarse grains, accounting for 25% of world exports and 27% of world production for the fiscal year ended December 31, 2023, according to the USDA.

A substantial amount of nitrogen is consumed in production of these crops to increase yield.

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Over the last five years, U.S.

oil and natural gas reserves have increased significantly due to, among other factors, advances in extracting shale oil and gas, as well as relatively high oil and gas prices.

During February 2022, Russia invaded Ukraine, tightening global supply conditions for nitrogen fertilizers as economies began to recover from the global COVID-19 pandemic.

Following the invasion of Ukraine, Russia also began restricting supplies of natural gas to Europe in response to European sanctions against Russia.

As a result, costs for natural gas as a feedstock in Europe increased significantly and caused multiple fertilizer plant shut-ins.

Certain European countries also curtailed industrial natural gas usage, resulting in deteriorated economics for producing fertilizers in the region.

In addition, China and Russia restricted exports of fertilizers for much of 2022 in order to ensure domestic availability.

In North America, natural gas prices also increased throughout 2022, but decreased in January 2023.

However, higher nitrogen fertilizer prices more than offset the rise in natural gas costs throughout 2022.

As a result, North America continues to be a low-cost region for nitrogen fertilizer production.

oil and natural gas reserves have increased significantly due to, among other factors, advances in extracting shale oil and gas, as well as improvements in drilling efficiencies and reduced production costs.

As a result, North America has been a low-cost region for nitrogen fertilizer production.

Raw Material Supply

Coffeyville Fertilizer Facility - During the past five years, approximately 41% of the Coffeyville Fertilizer Facility’s pet coke requirements, on average, were supplied by our adjacent Coffeyville Refinery pursuant to the Coffeyville Master Services Agreement (the “Coffeyville MSA”).

Historically, the Coffeyville Fertilizer Facility has obtained the remainder of its pet coke

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requirements through third-party contracts typically priced at a discount to the spot market.

Historically, the Coffeyville Fertilizer Facility has obtained the remainder of its pet coke requirements through third-party contracts typically priced at a discount to the spot market.

In 2023, 2022, and 2021, our supply of pet coke from the Coffeyville Refinery was approximately 43%, 47%, and 43%, respectively.

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Additionally, our Coffeyville Fertilizer Facility relies on a third-party air separation plant at its location that provides contract volumes of oxygen, nitrogen, and compressed dry air to the Coffeyville Fertilizer Facility gasifiers.

The reliability of the air separation plant can have a significant impact on our Coffeyville Fertilizer Facility’s operations.

In 2020, we executed a new product supply agreement that obligates the counterparty to invest funds to upgrade its facility to reduce downtime over the next several years.

Should the oxygen volume fall below a specified level, the on-site vendor is contractually obligated to provide excess oxygen through its own mechanism or through third-party purchases.

The reliability of the air separation plant can have a significant impact on our Coffeyville Fertilizer Facility’s operations.

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East Dubuque Fertilizer Facility - The East Dubuque Fertilizer Facility uses natural gas to produce nitrogen fertilizer.

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The pipelines are connected to a third-party distribution system at the Chicago Citygate receipt point and at the Hampshire interconnect from which natural gas is transported to the East Dubuque Fertilizer Facility.

As of December 31, 2022, we had commitments to purchase approximately 1 million MMBtus of natural gas supply for planned use in our East Dubuque Fertilizer Facility in both January and February of 2023 at a weighted average rate per MMBtu of approximately $9.50 and $9.72, respectively, exclusive of transportation costs.

As of December 31, 2023, we had commitments to purchase approximately 1 million MMBtus of natural gas supply for planned use in our East Dubuque Fertilizer Facility in January of 2024 at a weighted average rate per MMBtu of approximately $3.03, exclusive of transportation costs.

Marketing and Distribution

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UAN and ammonia are primarily distributed by truck or railcar.

If delivered by truck, products are most commonly sold on a free-on-board (“FOB”) shipping point basis, and freight is normally arranged by the customer.

If delivered by truck, products are most commonly sold on a shipping point basis, and freight is normally arranged by the customer.

We also utilize a fleet of railcars for use in product delivery.

If delivered by railcar, products are most commonly sold on a FOB destination point basis, and we typically arrange the freight.

If delivered by railcar, products are most commonly sold on a destination point basis, and we typically arrange the freight.

The nitrogen fertilizer products leave the Coffeyville Fertilizer Facility either in railcars for destinations located principally on the Union Pacific or Burlington Northern Santa Fe railroads or in trucks for direct shipment to customers.

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In most instances, customers take delivery of nitrogen products at the East Dubuque Fertilizer Facility and arrange to transport them to their final destinations by truck.

Additionally, the East Dubuque Fertilizer Facility has direct access to a barge dock on the Mississippi River, as well as a nearby rail spur serviced by the Canadian National Railway Company, both of which are used from time to time to sell and distribute our Nitrogen Fertilizer Segment’s products.

Additionally, the East Dubuque Fertilizer Facility has direct access to a barge dock on the Mississippi River, as well as a nearby rail spur serviced by the Canadian National Railway Company, both of which are utilized occasionally to sell and distribute our Nitrogen Fertilizer Segment’s products.

Retailers and distributors are the main customers for UAN and, more broadly, the industrial and agricultural sectors are the primary recipients of our ammonia products.

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The Nitrogen Fertilizer Segment’s top two customers represented 25% and 30% of its net sales for the years ended December 31, 2023 and 2022, respectively, and its top customer represented 13% of its net sales for the year ended December 31, 2021.

Our Nitrogen Fertilizer Segment produces globally traded commodities and has competitors in every region of the world.

Our Nitrogen Fertilizer Segment produces globally traded commodities and has competitors in every region of the world, with barge and rail distribution fostering healthy competition throughout the United States.

The industry is dominated by price considerations, which are driven by raw material and transportation costs, currency fluctuations, trade barriers, and regulators.

Our Nitrogen Fertilizer Segment has experienced, and expects to continue to experience, significant levels of competition from domestic and foreign nitrogen fertilizer producers, many of whom have significantly greater financial and other resources.

Farming activities intensify in the United States during the spring and fall fertilizer application periods, and geographic proximity to these activities is also a significant competitive advantage for

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domestic producers.

We manage our manufacturing and distribution operations to best serve our customers during these critical periods.

Subject to location and other considerations, our major competitors in the nitrogen fertilizer business generally includes CF Industries Holdings, Inc., which sells significantly more nitrogen fertilizers in the United States than other industry participants;

Subject to location and other considerations, our major domestic competitors in the nitrogen fertilizer business generally includes CF Industries Holdings, Inc., which sells significantly more nitrogen fertilizers in the United States than other industry participants;

Nutrien Ltd.;

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In certain cases, foreign producers of fertilizer that export to the United States may be subsidized by their respective governments.

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Because the Nitrogen Fertilizer Segment primarily sells agricultural commodity products, its business is exposed to seasonal fluctuations in demand for nitrogen fertilizer products in the agricultural industry.

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Environmental Matters

Our petroleum and nitrogen fertilizer businesses are subject to extensive and frequently changing federal, state, and local environmental laws and regulations governing the emission and release of regulated substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, the storage, handling, use, and transportation of petroleum and nitrogen fertilizer products, and the characteristics and composition of gasoline, diesel fuels, UAN, and ammonia.

Our businesses are subject to extensive and frequently changing federal, state, and local environmental laws and regulations governing the emission and release of regulated substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, and the storage, handling, use, and transportation of petroleum, renewable and nitrogen fertilizer products, and the characteristics and composition of gasoline, diesel and aviation fuels, renewable fuels, UAN, and ammonia.

These laws and regulations and the enforcement thereof impact our segments and their operations by imposing:

• restrictions on operations or the need to install enhanced or additional control and monitoring equipment;

• restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment;

• liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and for off-site waste disposal locations;

• specifications for the products marketed by the Petroleum and Nitrogen Fertilizer Segments, primarily gasoline, diesel fuel, UAN, and ammonia.

• specifications for the products marketed by the Petroleum and Nitrogen Fertilizer Segments, primarily gasoline, diesel and aviation fuels, UAN, and ammonia.

Our operations require numerous permits, licenses, and authorizations.

Failure to comply with these permits or environmental laws and regulations could result in fines, penalties, or other sanctions or a revocation of our permits, licenses, or authorizations.

In addition, the laws and regulations to which we are subject are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal or state agencies.

Failure to comply with these permits, licenses, authorizations, or environmental laws, rules, and regulations could result in fines, penalties, or other sanctions or liabilities or a revocation of our permits, licenses, or authorizations.

In addition, the laws, rules, and regulations to which we are subject are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal or state agencies or courts.

These laws and regulations could result in increased capital, operating, and compliance costs.

The Federal Clean Air Act (“CAA”)

The CAA and its implementing regulations, as well as state laws and regulations governing air emissions, affect the Petroleum and Nitrogen Fertilizer Segments both directly and indirectly.

The CAA and its implementing regulations, as well as state laws and regulations governing air emissions, affect our businesses.

Direct impacts may occur through the CAA’s permitting requirements and/or emission control and monitoring requirements relating to specific air pollutants, as well as the requirement to maintain a risk management program to help prevent accidental releases of certain regulated substances.

The CAA affects the Petroleum and Nitrogen Fertilizer Segments by extensively regulating the air emissions of sulfur dioxide (“SO 2 ”), volatile organic compounds, nitrogen oxides, and other substances, including those emitted by mobile sources, which are direct or indirect users of our products.

The CAA affects our businesses by extensively regulating the air emissions of sulfur dioxide (“SO 2 ”), volatile organic compounds, nitrogen oxides, and other substances, including those emitted by mobile sources, which are direct or indirect users of our products.

Some or all of the regulations promulgated pursuant to the CAA, or any future promulgations of regulations, may require the installation of controls or changes to the Refineries and/or the nitrogen fertilizer facilities (collectively referred to as the “Facilities”) to maintain compliance.

If new controls or changes to operations are needed, the costs could be material.

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The regulation of air emissions under the CAA requires that we obtain various construction and operating permits and incur capital expenditures for the installation of certain air pollution control devices at our operations.

Various standards and programs specific to our operations have been implemented, such as the National Emission Standard for Hazardous Air Pollutants, the New Source Performance Standards, and the New Source Review.

The Environmental Protection Agency (“EPA”) regulates greenhouse gas (“GHG”) emissions under the CAA.

Environmental Protection Agency (“EPA”) regulates greenhouse gas (“GHG”) emissions under the CAA.

In October 2009, the EPA finalized a rule requiring certain large emitters of GHGs to inventory and report their GHG emissions to the EPA.

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In May 2010, the EPA finalized the “Greenhouse Gas Tailoring Rule” , which established GHG emissions thresholds that determine when stationary sources, such as the Refineries and the Facilities, must obtain permits under the Prevention of Significant Deterioration (“PSD”) and Title V programs of the CAA.

Under the rule, facilities already subject to the PSD and Title V programs that increase their emissions of GHGs by a significant amount are required to undergo PSD review and to evaluate and implement air pollution control technology, known as “best available control technology,” to reduce GHG emissions.

The Biden Administration has signaled that it will take steps intended to address climate change.

On January 20, 2021, the White House issued its Executive Order titled “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis,” as well as a formal notification re-accepting entry of the United States into the Paris Agreement.

On January 27, 2021, the White House issued another climate-related Executive Order, titled “Tackling the Climate Crisis at Home and Abroad.” On April 22, 2021, the Biden Administration announced a new target for the United States to achieve a 50 to 52 percent reduction from 2005 levels in economy-wide net GHG emissions in 2030.

The EPA’s approach to regulating GHG emissions may change, including under future administrations.

Therefore, the impact on our Facilities due to GHG regulation is unknown.

Under the rule, facilities already subject to the PSD and Title V programs that increase their

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emissions of GHGs by a significant amount are required to undergo PSD review and to evaluate and implement air pollution control technology, known as “best available control technology” , to reduce GHG emissions.

On January 20, 2021, the White House issued an Executive Order titled “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis” , as well as a formal notification re-accepting entry of the United States into the Paris Agreement.

On January 27, 2021, the White House issued another climate-related Executive Order, titled “Tackling the Climate Crisis at Home and Abroad”.

On April 22, 2021, the Biden Administration announced a new target for the United States to achieve a 50 to 52 percent reduction from 2005 levels in economy-wide net GHG emissions in 2030.

These orders could negatively impact our business and lead to increased costs that could be material.

The EPA’s approach to regulating GHG emissions, as well as executive orders, may change, including under future administrations, which may have impacts on our Facilities.

Recent Greenhouse Gas Footprint Reduction Efforts

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The Nitrogen Fertilizer Segment has similar nitrous oxide abatement efforts at its East Dubuque Fertilizer Facility.

According to the EPA, nitrous oxide represents approximately 7% of carbon dioxide-equivalent (“CO 2 e”) emissions in the United States.

In 2021, according to the EPA, nitrous oxide accounted for approximately 6% of carbon dioxide-equivalent (“CO 2 e”) emissions in the United States.

The Nitrogen Fertilizer Segment previously entered into a Joint Development Agreement with ClimeCo, a developer of emission-reduction projects for nitric acid plants, to jointly design, install and operate a tertiary abatement system at one of its nitric acid plants in Coffeyville.

The system was designed to abate 94% of all N 2 O in the unit while preventing the release of approximately 450,000 metric tons of carbon dioxide equivalent on an annualized basis.

The N 2 O abatement systems at the East Dubuque Fertilizer Facility’s two nitric acid plants have abated, on average, the annual release of approximately 265,000 metric tons of CO 2 e during the past five years.

From 2018 to 2022, the N 2 O abatement systems at the East Dubuque Fertilizer Facility’s two nitric acid plants have abated, on average, the annual release of approximately 256,000 metric tons of CO 2 e.

CVR Partners’ N 2 O abatement projects are registered with the Climate Action Reserve (the “Reserve”), a carbon offset registry for the North American market.

The Reserve employs high-quality standards and an independent third-party verification process to issue its carbon credits, known as Climate Reserve Tonnes.

The Nitrogen Fertilizer Segment also sequesters carbon dioxide that is not utilized for urea production at its Coffeyville Fertilizer Facility by capturing and purifying the CO 2 as part of its manufacturing process and then transfers it to CapturePoint LLC, an unaffiliated third-party (“CapturePoint”), which then compresses and ships the CO 2 for sequestration through Enhanced Oil Recovery (“EOR”).

We believe that certain carbon oxide capture and sequestration activities conducted at or in connection with the Coffeyville Fertilizer Facility qualify under the Internal Revenue Service safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”).

In January 2023, we entered into a series of agreements with CapturePoint and certain unaffiliated third-party investors intended to qualify under the Internal Revenue Service safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim Section 45Q Credits and to allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030.

In January 2023, we received an initial upfront payment, net of expenses, of approximately $18 million and could receive up to an additional $60 million in payments through March 31, 2030, if certain carbon oxide capture and sequestration milestones are met, subject to the terms of the applicable agreements.

The foregoing summaries of the applicable agreements do not purport to be complete and are qualified in their

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entirety by the terms of the relevant agreements, which will be filed with our Quarterly Report on Form 10-Q for the period ended March 31, 2023.

We believe that certain carbon oxide capture and sequestration activities conducted at or in connection with the Coffeyville Fertilizer Facility qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”).

In January 2023, the Nitrogen Fertilizer Segment entered into a series of agreements with CapturePoint LLC, an unaffiliated third-party (“CapturePoint”), and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030.

Combining our nitrous oxide abatement and CO 2 sequestration activities should reduce our CO 2 e footprint by an average of over 1 million metric tons per year.

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Renewable Fuel Standard

Pursuant to the Energy Policy Act of 2005 and Energy Independence and Security Act of 2007 (“EISA”), the EPA has promulgated the RFS, which requires obligated parties, defined by the EPA as refiners or importers of transportation fuels, to either blend “renewable fuels,” such as ethanol and biofuels, into their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending.

Under the RFS, the volume of renewable fuels that obligated parties like Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC,” and together with CRRM, the “obligated-party subsidiaries”) are obligated to blend into their finished transportation fuel is adjusted annually by the EPA based on expected fuel demand and other conditions to meet the statutory mandates that increase annually, but which may be waived by the EPA under certain conditions.

The volume of renewable fuels required by EISA increased from 9 billion gallons in 2008 to 36 billion gallons in 2022.

The Petroleum Segment’s obligated-party subsidiaries (like many refiners) are not able to meet their annual renewable volume obligation (“RVO”) through blending, so have had to purchase RINs on the open market as well as obtain cellulosic waiver credits from the EPA in order to comply with the RFS, unless their RVO is waived or exempted by the EPA.

Additionally, CRRM purchases RINs generated from the Company’s renewable diesel operations, whose operating results are not currently included in either of our reportable segments, to partially satisfy its RFS obligations.

Pursuant to the Energy Policy Act of 2005 and Energy Independence and Security Act of 2007, which was intended “to move the United States toward greater energy independence…[and] increase the production of clean renewable fuels,” Congress established the RFS, which requires obligated parties, defined by the EPA as refiners and importers of transportation fuels, to either blend “renewable fuels”, such as ethanol and biofuels, into their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending.

The RFS established annually increasing volume targets, called Renewable Volume Obligations (“RVOs”), for biomass-based diesel through 2012 and for the remaining

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three categories of renewable fuel (cellulosic biofuel, advanced biofuel, and total renewable fuel) through 2022.

For periods following 2022, the statute directs the EPA to use its “set” authority to determine the RVO based on certain criteria, including the impact of renewable fuels on the environment, energy security, and transportation fuel costs to consumers.

On June 21, 2023, the EPA announced its final rule establishing applicable renewable volumes and percentage standards for 2023 through 2025.

In the rule, the EPA set the implied conventional renewable volume requirement at 15 billion gallons, which is beyond the “blend wall,” or the point at which the percentage of ethanol required to be blended into the gasoline supply exceeds the level at which most engines can safely run on gasoline blended with ethanol.

In addition, for the first time, the EPA established a cellulosic biofuel standard without utilizing the cellulosic waiver and issuing cellulosic waiver credits.

The table below reflects, as of the date hereof, the annual RVO under the RFS for the compliance years 2021 through 2025:

2021 to 2025 Renewable Volume Obligation %

2021 2022 2023 2024 2025

D6 - Ethanol 8.19 8.43 8.57 8.71 8.82

D4 - Biodiesel 2.16 2.33 2.58 2.82 3.15

D3 - Cellulosic 0.33 0.35 0.48 0.63 0.81

D5 - Advanced 0.51 0.48 0.33 0.34 0.35

Total RVO % 11.19 11.59 11.96 12.50 13.13

Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) have been deemed by EPA to be obligated parties under the RFS.

The Wynnewood Refinery has qualified, and is currently expected in the future to qualify, as a “small refinery” defined under the RFS as a refinery with an aggregate daily crude oil throughput no greater than 75,000 barrels, which enables WRC to seek small refinery exemptions (“SREs”) under the RFS should it be able to establish it suffered disproportionate economic hardship, which WRC believes it has already established for the compliance periods 2017 through 2023.

Our obligated-party subsidiaries are not able to meet the majority of their annual RVOs through blending, so, unless their RVOs are waived or exempted, they have had to and currently expect to be required in the future to purchase RINs on the open market and, in years in which they are made available by the EPA, cellulosic waiver credits.

The cost of purchasing RINs and cellulosic waiver credits fluctuates and can be significant.

The price of RINs became extremely volatile when the EPA’s proposed renewable fuel volume mandates approached and exceeded the “blend wall.” The blend wall refers to the point at which the amount of ethanol required to be blended into the gasoline supply exceeds the level at which most engines can safely run on gasoline blended with ethanol.

The price of RINs became extremely volatile, particularly when the EPA’s RVO mandates approach or exceed the blend wall.

The blend wall is generally considered to be reached when more than 10 percent ethanol by volume (“E10”) is blended into gasoline.

The volatility of RIN prices also increased significantly in response to a number of uncertainties regarding the implementation of the RFS program in 2020, 2021, 2022 and has continued into 2023.

The price of RINs has also been impacted by the depletion of the carryover RIN bank, requiring carryover RINs from the RIN bank to be used to settle RVOs.

The volatility of RIN prices also increased significantly in response to a number of factors, which we believe include, but are not limited to, the actions of RIN market participants including those not deemed by the EPA to be obligated parties, various government laws, rules, policies and initiatives relating to climate change, and the actions of the EPA in administrating the RFS, such as the EPA’s failure to include blenders in the definition of obligated parties, its failure to timely administer the RFS and its multiple blanket denial of SREs.

Litigation by refiners including our obligated-party subsidiaries, biofuels groups and others, has also significantly impacted us and the price of RINs, including but not limited to the following:

• In 2019, the EPA finalized regulatory changes to allow gasoline blended with up to 15 percent ethanol (“E15”) to take advantage of a waiver during the summer months that previously only applied to E10, which meant that E15 could be sold year-round rather than just eight months of the year.

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Circuit”) overturned the E15 rule in July 2021, and in January 2022, the U.S.

Supreme Court upheld the D.C.

Circuit’s decision.

While that ruling prevents EPA from granting year-round E15 sales by extending a nationally-applicable seasonal waiver to E15, a group of Midwestern governors petitioned EPA in April 2022 to allow summertime sales of E15 in their states, including Kansas, under different Clean Air Act authority.

EPA sent a proposed rule to the Office of Management and Budget (“OMB”) in December 2022, which is expected to approve the individual state requests.

OMB has not yet completed its review of the proposal.

Once OMB’s review is complete, the proposed rule likely will be released for public comment.

Biofuels groups have separately joined the American Petroleum Institute (API) in support of legislation to authorize E15 fuel nationwide.

Additionally, our costs to comply with the RFS depend on the consistent and timely application of the program by the EPA, such as timely establishment of the annual RVO.

RIN prices have been highly volatile and remain high due in large part to the EPA’s unlawful failure to establish the 2021, 2022, and 2023 RVOs by their respective statutory deadlines, unlawful delay in issuing decisions on pending small refinery hardship petitions, and subsequent denial thereof.

The price of RINs has also been impacted by market factors as well as the depletion of the carryover RIN bank, as demand destruction during the COVID-19 pandemic resulted in reduced ethanol blending and RIN generation that did not keep pace with mandated volumes, requiring carryover RINs from the RIN bank to be used to settle blending obligations.

On February 2, 2022, the EPA issued a final rule to extend the 2019 RFS compliance deadline for small refineries and the 2020 and 2021 RFS compliance deadlines for all obligated parties.

The EPA also issued a new method for determining RFS

Supreme Court rejected a request from a biofuels industry group to review the D.C.

Circuit ruling.

While that ruling prevents the EPA from authorizing year-round E15 sales by extending a nationally-applicable seasonal waiver to E15, a group of Midwestern governors petitioned EPA in April 2022 to allow summertime sales of E15 in their states, including Kansas, under different CAA authority.

On July 21, 2022, the Governor of Kansas rescinded Kansas’ summertime E15 request.

In February 2023, the EPA issued a proposed rule to allow summertime sales of E15 for the eight states that did not rescind their requests.

The EPA has now submitted the final rule for review by the Office of Management and Budget (“OMB”).

OMB has not yet completed its review of the final rule, but the EPA has indicated that it plans to issue the final rule by March 28, 2024.

Biofuels groups have separately joined the American Petroleum Institute (API) in support of legislation to authorize E15 fuel nationwide, which was introduced in the Senate in July 2023.

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compliance deadlines for 2022 and beyond, under which the deadlines would automatically be extended in the event the EPA fails to promulgate the annual renewable fuel volumes by the deadline provided in the CAA.

Unless vacated by the D.C.

Circuit, this rule alters the deadlines by which CRRM and, unless exempted, WRC must comply with its RFS obligations.

CRRM and WRC, among others, filed a Petition for Review of this final rule with the United States Court of Appeals for the District of Columbia Circuit on February 4, 2022.

Circuit heard oral arguments on January 19, 2023.

WRC and CRRM are awaiting the court’s decision, which is expected later in 2023.

On September 2, 2022, the EPA issued a final rule providing an optional RFS compliance schedule for small refineries for the 2020 compliance year.

WRC, among others, filed a Petition for Review of this final rule with the United States Court of Appeals for the District of Columbia Circuit in June 2022.

In April 2022, the EPA denied 36 small refinery exemptions (“SRE”) for the 2018 compliance year, many of which had been previously granted by the EPA, including the SRE to WRC, and also issued an alternative compliance demonstration approach for certain small refineries (the “Alternate Compliance Ruling”) under which they would not be required to purchase or redeem additional RINs as a result of the EPA’s denial.

In June 2022, the EPA announced its revision of the 2020 RVO and finalized the 2021 and 2022 RVOs.

Also in June 2022, the EPA denied 69 petitions from small refineries seeking SREs, including those submitted by WRC for 2017, 2019, 2020, and 2021, and applied the Alternate Compliance Ruling to three such petitions.

The price of RINs remained elevated following the EPA announcements, and as a result, we continue to expect significant volatility in the price of RINs during 2023, which volatility could have material impacts on the Company’s results of operations, financial condition, and cash flows.

The EPA has statutory authority to determine RFS volumes for 2023 and beyond.

On December 30, 2022, the EPA proposed the applicable volumes and percentage standards for 2023 through 2025.

In the proposal, the EPA intends to set the implied conventional volume requirement at 15 billion gallons - beyond the blend wall - and is, for the first time, proposing to establish a cellulosic biofuel standard without utilizing the cellulosic waiver and issuing cellulosic waiver credits.

The EPA also proposed significant changes to the RFS program including regulations governing the generation of qualifying renewable electricity (eRINs) in December 2022.

These changes, if finalized, would impact CRRM and WRC’s obligations under the RFS.

• In December 2021, the EPA proposed a new standard for evaluating SREs which it ultimately finalized and applied, in most cases retroactively, to deny all pending SRE petitions filed by small refineries for compliance years 2016 through 2023, as follows:

◦ In April 2022, the EPA denied 36 SRE petitions (the “April 2022 Denials”) for the 2018 compliance year, despite having previously granted 31 of those petitions in 2019, including WRC’s petition for 2018, and also issued an alternative compliance demonstration approach for certain small refineries (the “Alternate Compliance Ruling”) under which they would not be required to purchase or redeem additional RINs as a result of the EPA’s April 2022 Denials;

◦ In June 2022, the EPA denied 69 SRE petitions (the “June 2022 Denials” and together with the April 2022 Denials, the “2022 Denials”) including those submitted by WRC for 2017, 2019, 2020 and 2021 and also applied the Alternate Compliance Ruling to three such petitions;

◦ In July 2023, the EPA denied 26 SRE petitions (the “2023 Denials”) seeking SREs for one or more of the compliance years between 2016 and 2023, including the SRE sought by WRC for 2022.

These actions by the EPA further contributed to RIN price volatility.

• In 2022, WRC joined certain other small refiners in bringing suit against the EPA in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) challenging the 2022 Denials.

WRC received a stay of enforcement of the RFS pending the outcome of such suit.

WRC and certain other refiners also challenged the 2023 Denials and the Fifth Circuit issued WRC a stay for the 2022 compliance period pending resolution of these cases.

WRC’s 2023 Denials case was held in abeyance pending resolution of all lawsuits challenging the 2022 Denials in the Fifth Circuit and in the United States Court of Appeals for the Eleventh and D.C.

In November 2023, the Fifth Circuit issued an opinion holding that the 2022 Denials were impermissibly retroactive and that the EPA’s interpretation of the SRE provisions of the RFS was contrary to law and arbitrary and capricious as applied to the Fifth Circuit petitioners’ SRE petitions.

The Fifth Circuit vacated those denials, including those for WRC for 2017 through 2021, and remanded those SRE petitions to EPA for further consideration consistent with the Fifth Circuit’s ruling.

The EPA has not yet taken action on those SRE petitions since remand.

While WRC’s stay relating to the 2022 compliance year remains in effect, its stays relating to the preceding compliance periods expired in January 2024.

• In December 2023, WRC filed its petition for SRE for the 2023 compliance year, on which SRE the EPA stated it will not commit to acting by its statutory deadline.

In January 2024, WRC submitted a notice of intent to sue the EPA if a decision on its 2023 SRE petition is not timely issued.

• In December 2023, WRC and CRRM submitted a petition for rulemaking to the EPA demanding that it cures its violation of the RFS, which we believe required the EPA to establish a credit trading program under which only obligated parties who over-comply with their RFS obligations could sell RINS generated through such over-compliance to other obligated parties.

The EPA has not yet responded to our petition, and our obligated-party subsidiaries expect to file suit against the EPA in the future should it fail to act.

As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) increased significantly throughout 2021 and 2022, remained significant in 2023, and currently are expected to remain significant into 2024 and beyond, which volatility could have material impacts on the Company’s results of operations, financial condition, and cash flows.

The Federal Clean Water Act (“CWA”)

The CWA and its implementing regulations, as well as state laws and regulations that govern the discharge of pollutants into the water, affect the Petroleum and Nitrogen Fertilizer Segments.

The CWA and its implementing regulations, as well as state laws and regulations that govern the discharge of pollutants into the water, affect our businesses.

The CWA’s permitting requirements establish discharge limitations that may be based on technology standards, water quality standards, and restrictions on the total maximum daily load of pollutants allowed to enter a particular water body based on its use.

In addition, water resources are becoming more scarce, and many refiners, including us, are subject to use restrictions in the event of low availability conditions.

Our Refineries and the Coffeyville Fertilizer Facility have contracts in place to receive water during certain water shortage conditions, but these conditions could change over time depending on the scarcity of water.

Our Refineries and the Coffeyville Fertilizer Facility have contracts in place to receive water during certain water shortage conditions, but these conditions and contracts could change over time depending on the scarcity of water.

In January 2021, the EPA announced it is undertaking a plan to review and update effluent standards for many industries.

EPA is prioritizing those sectors that are ranked high in point source categories for total nitrogen discharges, including fertilizer manufacturers.

The EPA’s review eventually could result in different regulations governing the Company.

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Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and the Emergency Planning and Community Right-to-Know Act (“EPCRA”)

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RCRA establishes standards for the management of solid and hazardous wastes.

Besides governing current waste disposal

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practices, RCRA also addresses the environmental effects of certain past waste disposal practices, the recycling of wastes, and the regulation of underground storage tanks containing regulated substances.

Besides governing current waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal practices, the recycling of wastes, and the regulation of underground storage tanks containing regulated substances.

Impacts of Past Manufacturing - In March 2004, two of our subsidiaries entered into a Consent Decree (“2004 Consent Decree”) with the EPA and the Kansas Department of Health and Environment (the “KDHE”) that required us to assume two RCRA corrective action orders issued to Farmland, the prior owner of the Coffeyville Refinery.

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The Phillipsburg terminal investigation is complete and corrective measures are in place implementing the EPA’s Statement of Basis and Final Remedy Decision issued in July 2018.

The Phillipsburg Terminal has applied to KDHE for a RCRA Post-Closure Corrective Action Permit.

When issued, we anticipate that the EPA will terminate the 1996 administrative order for Phillipsburg.

The Wynnewood Refinery operates under a RCRA permit.

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The consent order was terminated by the ODEQ in July 2019.

Financial Assurance - We are required under the 2004 Consent Decree, as modified by a 2010 agreement between CRRM, Coffeyville Resources Terminal, LLC (“CRT”), the EPA, and the KDHE, to establish financial assurance to secure the current projected clean-up cost for the now-closed Phillipsburg terminal.

We anticipate that groundwater corrective action will be incorporated into Wynnewood Refinery’s RCRA Permit when the permit is renewed by ODEQ.

Financial Assurance - We are required under the 2004 Consent Decree, as modified by a 2010 agreement between CVR Energy subsidiaries, the EPA, and the KDHE, to establish financial assurance to secure the current projected clean-up cost for the now-closed Phillipsburg terminal.

This financial assurance is currently provided by a bond in the amount of $2 million.

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Additional financial assurance of approximately $4 million and $3 million is required to meet our RCRA financial obligations for the Coffeyville Refinery and Phillipsburg terminal, respectively.

Current RCRA financial assurance requirements for the Wynnewood Refinery includes less than $1 million for hazardous waste storage tank closure.

Beginning in 2023, ODEQ will require financial assurance in the amount of $3 million for the post-closure monitoring of a closed storm water retention pond and the projected clean-up costs at the Wynnewood Refinery.

Current RCRA financial assurance requirements for the Wynnewood Refinery include less than $1 million for hazardous waste storage tank closure and $3 million for the post-closure monitoring of a closed storm water retention pond and the projected clean-up costs at the Wynnewood Refinery.

These RCRA financial assurance obligations are currently being satisfied by a surety bond.

The Company’s financial assurance mechanisms are re-evaluated and adjusted on an annual basis.

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Waste Management - There are fourteen closed hazardous waste units at the Coffeyville Refinery.

5 unchanged sentences

Environmental Insurance

We are covered by a site pollution legal liability insurance policies, which include business interruption coverage.

We are covered by site pollution legal liability insurance policies, which include business interruption coverage, subject to applicable retentions and exclusions.

The policies insure any location owned, leased, rented, or operated by the Company, including the Refineries and the Facilities.

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policies insure certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and business interruption.

In addition to the site pollution legal liability insurance policy, we maintain umbrella and excess casualty insurance policies which include sudden and accidental pollution coverage.

This insurance provides coverage due to named perils for claims involving pollutants where the discharge is sudden and accidental and first commences at a specific day and time during the policy period.

The policies insure certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and business interruption.

In addition to the site pollution legal liability insurance policies, we maintain umbrella and excess casualty insurance policies which include sudden and accidental pollution coverage, subject to applicable retentions and exclusions.

This insurance generally provides coverage due to named perils for claims involving pollutants where the discharge is sudden and accidental and first commences at a specific day and time during the policy period.

The site pollution legal liability policy and the pollution coverage provided in the casualty insurance policies are subject to retentions and deductibles and contain discovery requirements, reporting requirements, exclusions, definitions, conditions, and limitations that could apply to a particular pollution claim, and there can be no assurance such claim will be adequately insured for all potential damages.

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Our health and safety management system provides a comprehensive approach to injury, illness and incident prevention, risk assessment and mitigation, and emergency management.

Despite our efforts to achieve excellence in our health and safety performance, there can be no assurances that there will not be accidents resulting in injuries or even fatalities.

Despite our efforts to achieve excellence in our health and safety performance, there can be no assurances that there will not be accidents resulting in losses, injuries, or fatalities that could materially adversely impact our business.

We periodically audit our programs and seek to continually improve our management systems.

Our Refineries and Facilities are subject to the Chemical Facility Anti-Terrorism Standards (“CFATS”), a regulatory program designed to ensure facilities have security measures in place to reduce the risk that certain hazardous chemicals are weaponized by terrorists.

In addition, the East Dubuque Fertilizer Facility is regulated under the Maritime Transportation Security Act (the “MTSA”).

Our Facilities were subject to the Chemical Facility Anti-Terrorism Standards (“CFATS”), a regulatory program designed to ensure facilities have security measures in place to reduce the risk that certain hazardous chemicals are weaponized by terrorists.

In June 2023, authorization for CFATS was allowed to expire, but it’s possible that Congress will reauthorize CFATS.

Despite the expiration for CFATS, our Facilities continue to comply with its requirements.

In addition, the East Dubuque Fertilizer Facility is regulated under the Maritime Transportation Security Act.

We implement and maintain comprehensive security programs designed to comply with regulatory requirements and protect our assets and employees.

We periodically assess risk and conduct audits of our programs and seek to continually improve our health, safety, and security management systems.

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Human Capital

At CVR Energy, our core Values define the way we do business every day.

We put Safety first, care for our Environment and require high business ethics and Integrity consistent with our Code of Ethics and Business Conduct.

We are proud members of and good neighbors to the communities where we operate, and are committed to Corporate Citizenship.

We believe in Continuous Improvement for individuals to achieve their maximum potential through teamwork, diversity and personal development.

Our employees provide the energy behind our core Values to achieve excellence for all our key stakeholders – employees, communities and stockholders.

See “Management’s Discussion and Analysis” in Part II, Item 7 of this Report for further discussion on our core Values.

Workforce & Benefits

As of December 31, 2022, CVR Energy had 1,470 employees, all of which are located in the United States.

Of these, 589 employees are covered by collective bargaining agreements with various labor unions.

We may engage independent contractors from time to time based on our business needs.

Our employees are the most important part of our business and help us work to achieve our Mission to be a top-tier North American renewable fuels, petroleum refining and nitrogen-based fertilizer company as measured by safe and reliable operations, superior financial performance and profitable growth.

CVR Energy’s culture is defined by our core Values:

Safety, Environment, Integrity, Corporate Citizenship and Continuous Improvement .

The efforts of our employees in support of this Mission are guided each and every day by these core Values as we strive to achieve excellence for all of our key stakeholders – employees, communities and stockholders.

See “Management’s Discussion and Analysis” in Part II, Item 7 of this Report for further discussion on our Mission and core Values.

Workforce Profile

As of December 31, 2023, CVR Energy and its subsidiaries had 1,566 employees, all of which are located in the United States.

Of these, 620 employees are covered by collective bargaining agreements.

Safety & Health

We are committed to providing a safe and healthy workplace and striving to protect our employees, contractors and communities.

We accomplish this through compliance with applicable workplace safety and environmental laws and regulations, seeking employee input, learning from any events, and maintaining comprehensive audit and training programs and emergency response and disaster recovery plans.

To assess our safety performance, we monitor workplace injuries, process safety incidents, and environmental events, and perform compliance audits and risk assessments.

We believe these efforts reinforce our safety culture;

promote a safe workplace, accountability, and stronger community relations;

help safeguard against complacency;

and ultimately, enhance our safety performance and help us manage risk and reduce impact to personal health and safety and the environment.

Compensation & Benefits

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees.

We are committed to providing wages and benefits that are competitive with a market-based, pay-for-performance compensation philosophy.

We provide paid time off and paid holidays, a 401(k) Company match program, a remote work

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program for eligible employees, dependent care flexible spending accounts, and an employee assistance program.

Our performance bonus program is an important component of our compensation program, rewarding high-performing employees for our performance against pre-defined safety and health, operational reliability, and financial measures.

Senior employees may also receive long-term incentive awards that currently vest ratably over a three-year period, subject to the terms and conditions of the applicable award agreement, aligning employee compensation with the interests of our shareholders and promoting employee retention.

We provide paid time off and paid holidays, a 401(k) Company match program, life insurance, health savings and dependent care flexible spending accounts, and an employee assistance program.

In furtherance of our core Value of Continuous Improvement, we also offer programs for tuition reimbursement and dependent scholarships.

We also offer a remote work policy for eligible employees to provide our employees with the flexibility that is key to a work-life balance.

We offer a remote work policy to provide eligible employees with the flexibility that is key to a work-life balance.

We encourage all employees to live our core Value of corporate citizenship by making a positive impact in our communities by taking advantage of our volunteerism policy pursuant to which eligible employees are provided paid time off from work to volunteer at 501(c)(3) non-profit entities.

Talent Management

We believe our competitive compensation and benefit plans allow us to attract and retain talented employees.

Our recruiting strategy focuses on ensuring our hiring practices are free from bias for or against any individual or group of candidates.

We continue to build upon our inclusive culture by expanding our recruitment efforts to include veteran recruitment and apprenticeship programs, recruiting interns at diverse colleges, and promoting diverse representation within our workforce.

In support of the personal development of our employees and our goal of employing and retaining effective and dynamic leaders, we provide in-person supervisor training to managers at all levels, which focuses on a combination of business and leadership strategies, including coaching and performance management, goal setting, critical thinking, effective communication and listening, development and succession planning, delegation techniques, and legal aspects of leadership, among other topics.

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Diversity & Inclusion

We are an equal opportunity employer and strive to maintain a diverse and inclusive work environment free from harassment and discrimination regardless of race, religion, color, age, gender, disability, minority, sexual orientation or any other protected class.

Our commitment to diversity and inclusion helps us attract and retain the best talent, enables employees to realize their full potential, and drives high performance through innovation and collaboration.

We offer diversity training that focuses on unconscious bias where employees learn to recognize and address the effects thereof by encouraging diversity of experience and opinion.

Also, our Diversity & Inclusion Committee fosters innovative actions and promotes inclusiveness throughout our organization.

Health & Safety

We have an unwavering commitment to providing as safe and healthy of a workplace as possible for all employees.

We accomplish this through strict compliance with applicable laws and regulations regarding workplace safety, engaging employee input, and maintaining robust training and emergency response and disaster recovery plans.

We monitor and assess our safety performance by measuring and evaluating injuries, process safety incidents, environmental events, and other events, as well as by performing compliance audits and risk assessments.

We believe these efforts reinforce our safety culture;

promote a safe workplace, accountability, and stronger community relations;

and reduce impact to personal safety, process safety, and the environment.

Our recruiting efforts that include focus on veteran and diverse college populations, support our diverse and inclusive environment, as do the activities of our Diversity & Inclusion Committee.

We provide diversity and inclusion training that includes focus on unconscious bias where employees learn to recognize and address the effects thereof by encouraging diversity of experience and opinion.

Our Code of Ethics and Business Conduct and our anti-discrimination and harassment policies also help us maintain a work environment where individuals are treated with respect and dignity, and where diversity of thought and perspective is valued.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business