What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-21 compared with 2023-02-22 · 550 added, 471 removed, 715 unchanged (59% of the section changed)

70 unchanged sentences

Cash and cash equivalents (including $ 45 and $ 86 , respectively, of consolidated variable interest entity (“VIE”))

Reserved funds for debt payment 598 —

Accounts receivable, net (including $ 42 and $ 90 , respectively, of VIE)

7 unchanged sentences

Current liabilities:

Current portion of long-term debt and finance lease obligations

Accounts payable (including $ 39 and $ 51 , respectively, of VIE)

34 unchanged sentences

Loss on asset disposals 2 11 3

Goodwill impairment — — 41

Operating income (loss) 963 87 ( 333 )

Operating income 1,123 963 87

Other (expense) income:

1 unchanged sentence

Investment income on marketable securities — — 81

Other (expense) income, net ( 77 ) 15 7

Income (loss) before income tax expense 801 66 ( 415 )

Other income (expense), net 14 ( 77 ) 15

Income before income tax expense 1,085 801 66

Income tax expense (benefit) 207 157 ( 8 )

Net income (loss) 644 74 ( 320 )

Net income (loss) attributable to noncontrolling interest 181 49 ( 64 )

Net income (loss) attributable to CVR Energy stockholders $ 463 $ 25 $ ( 256 )

Basic and diluted earnings (loss) per share $ 4.60 $ 0.25 $ ( 2.54 )

Net income 878 644 74

Net income attributable to noncontrolling interest 109 181 49

Net income attributable to CVR Energy stockholders $ 769 $ 463 $ 25

Basic and diluted earnings per share $ 7.65 $ 4.60 $ 0.25

Weighted-average common shares outstanding:

12 unchanged sentences

Balance at December 31, 2020 100,629,209 $ 1 $ 1,510 $ ( 490 ) $ ( 2 ) $ 1,019 $ 200 $ 1,219

Net loss — — — ( 256 ) — ( 256 ) ( 64 ) ( 320 )

Net income — — — 25 — 25 49 74

Dividends paid to CVR Energy stockholders — — — ( 492 ) — ( 492 ) — ( 492 )

Distributions from CVR Partners to public unitholders — — — — — — ( 31 ) ( 31 )

Changes in equity due to CVR Partners’ common unit repurchases — — — — — — ( 1 ) ( 1 )

Other — — — 1 — 1 — 1

Balance at December 31, 2021 100,629,209 1 1,510 ( 956 ) ( 2 ) 553 217 770

3 unchanged sentences

Changes in equity due to CVR Partners’ common unit repurchases — — ( 2 ) — — ( 2 ) ( 9 ) ( 11 )

Other — — — 1 — 1 — 1

Balance at December 31, 2022 100,629,209 1 1,508 ( 976 ) ( 2 ) 531 260 791

2 unchanged sentences

Distributions from CVR Partners to public unitholders — — — — — — ( 178 ) ( 178 )

Changes in equity due to CVR Partners’ common unit repurchases — — ( 2 ) — — ( 2 ) ( 9 ) ( 11 )

Balance at December 31, 2023 100,629,209 $ 1 $ 1,508 $ ( 660 ) $ ( 2 ) $ 847 $ 191 $ 1,038

7 unchanged sentences

Cash flows from operating activities:

Net income (loss) $ 644 $ 74 $ ( 320 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 878 $ 644 $ 74

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 298 288 279

Loss on lower of cost or net realizable value adjustments 4 — —

Goodwill impairment — — 41

Deferred income taxes ( 17 ) ( 98 ) ( 30 )

Deferred income taxes and unrecognized tax benefits

67 ( 17 ) ( 98 )

Gain on marketable securities — — ( 81 )

1 unchanged sentence

Loss on extinguishment of debt — 1 8

Unrealized loss (gain) on derivatives, net 5 ( 16 ) 10

Unrealized (gain) loss on derivatives, net ( 32 ) 5 ( 16 )

Share-based compensation 34 71 46

13 unchanged sentences

Proceeds from sale of assets 1 — 7

Return of equity method investment 22 3 1

Acquisition of pipeline assets — — ( 20 )

Investment in marketable securities — — 3

Other investing activities 3 1 ( 1 )

Net cash used in investing activities ( 239 ) ( 271 ) ( 238 )

2 unchanged sentences

Principal payments on senior secured notes — ( 65 ) ( 582 )

Call premium on extinguishment of debt — — ( 5 )

Repurchase of common units by CVR Partners — ( 12 ) ( 1 )

2 unchanged sentences

Other financing activities ( 9 ) ( 7 ) ( 10 )

Net cash (used in) provided by financing activities ( 696 ) ( 315 ) 355

Net increase (decrease) in cash, cash equivalents and restricted cash — ( 157 ) 22

Net cash used in financing activities ( 40 ) ( 696 ) ( 315 )

Net increase (decrease) in cash, cash equivalents, reserved funds and restricted cash 669 — ( 157 )

Cash, cash equivalents and restricted cash, beginning of period 517 517 674

Cash, cash equivalents and restricted cash, end of period $ 517 $ 517 $ 674

Cash, cash equivalents, reserved funds and restricted cash, end of period $ 1,186 $ 517 $ 517

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

9 unchanged sentences

We also produce and market renewable diesel.

CVR’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVI.” Icahn Enterprises L.P.

CVR’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVI”.

Icahn Enterprises L.P.

and its affiliates (“IEP”) owned approximately 66 % of the Company’s outstanding common stock as of December 31, 2023.

Stock Repurchase Program

On October 23, 2019, the Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”).

The Stock Repurchase Program enables the Company to repurchase up to $ 300 million of the Company’s common stock.

Repurchases under the Stock Repurchase Program may be 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) will be made at the discretion of management and are subject to market conditions as well as corporate, regulatory and other considerations.

While the Stock Repurchase Program currently has a duration of four years , it does not obligate the Company to acquire any stock and may be terminated by the Board of Directors at any time.

We did not repurchase any of our common stock during the years ended December 31, 2022, 2021, and 2020.

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 $ 300 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

1 unchanged sentence

In addition, CVR Services held 100 % 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 non-controlling interest reflected on the Consolidated Balance Sheets of CVR is only impacted by the net income of, and distributions from, CVR Partners.

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 $ 20 million of the CVR Partners’ common units.

During the years ended December 31, 2022 and December 31, 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.

During the year ended December 31, 2020, as adjusted to reflect the impact of the 1-for-10 reverse unit split of CVR Partners’ common units that was effective as of November 23, 2020, CVR Partners repurchased 623,177 common units, respectively, at a cost of $ 7 million, exclusive of transaction costs, or an average price of $ 11.34 per common unit.

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, CVR Partners, considering all repurchases made since inception of the Unit Repurchase Program, had a no 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 or terminated by the UAN GP Board at any time.

As a result of these repurchases, and the resulting change in CVR Energy’s ownership of CVR Partners while maintaining control, CVR Energy recognized a decrease of $ 2 million to additional paid-in capital from the reduction of non-controlling interests totaling $ 3 million and related reduction of a deferred tax liability totaling $ 1 million from changes in its book versus tax basis in CVR Partners as of December 31, 2022.

CVR Energy recognized a no minal increase to additional paid-in capital from the non-cash reduction of non-controlling interests totaling $ 0.1 million and the recognition of a deferred tax liability totaling $ 0.1 million from changes in its book versus tax basis in CVR Partners as of December 31, 2021.

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.

Subsequent Events

The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements.

Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred.

(2) Summary of Significant Accounting Policies

Principles of Consolidation

December 31, 2023 | 82

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of the Company and its majority-owned direct and indirect subsidiaries.

Commission (“SEC”), include the accounts of the Company and its majority-owned direct and indirect subsidiaries.

All intercompany accounts and transactions have been eliminated.

The ownership interests of noncontrolling investors in CVR Partners are recorded as noncontrolling interests.

CVR Energy has no t recognized any other comprehensive income for the periods ended December 31, 2022, 2021, and 2020.

CVR Energy has not 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 100 % owner of the general partner of CVR Partners, the Company has the sole ability to direct the activities that most significantly impact the economic performance of CVR Partners and is considered the primary beneficiary.

Investments in entities over which the Company has significant influence, but does not control, are accounted for using the equity method of accounting.

Income from equity method investments represents CVR Energy’s proportionate share of net income generated by the equity method investees and is recorded in Other (expense) income, net on the Company’s Consolidated Statements of Operations.

Reclassifications

4 unchanged sentences

Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid money market accounts with original maturities of three months or less.

Cash, Reserved Funds and Cash Equivalents

Cash, reserved funds and cash equivalents include cash on hand, demand deposits, and investments in highly liquid money market accounts with original maturities of three months or less.

We maintain cash and cash equivalent balances with few financial institutions, which may at times be in excess of federally insured levels.

Restricted Cash

Restricted cash consists of cash that must be maintained in a commercial escrow account pending resolution of certain litigation matters and is discussed further in Note 11 (“Commitments and Contingencies”).

Restricted cash consists of cash and claims to cash that are legally restricted, have been set aside for a specific purpose, and restricted as to usage or withdrawal and, therefore, not available for immediate or general purpose use.

The Company has restricted cash that must be maintained in a commercial escrow account pending resolution of certain litigation matters and is discussed further in Note 14 (“Commitments and Contingencies”).

Accounts Receivable, net

Accounts receivable, net primarily consists of customer accounts receivable recorded at the invoiced amounts and generally do not bear interest.

Also included within Accounts receivable, net for the Nitrogen Fertilizer Segment are uncollected fixed price contracts which is discussed further within Note 7 (“Revenue”).

Allowances for doubtful accounts are based on historical loss experience, expected credit losses from current economic conditions, and management’s expectations of future economic conditions.

1 unchanged sentence

The largest concentration of credit for any one customer was approximately 11 % and 11 % of the Accounts receivable, net balance at December 31, 2023 and 2022, respectively.

During the years ended December 31, 2022, 2021 and 2020, the Company had no minal bad debt expenses.

During the years ended December 31, 2023 and 2022, the Company had no bad debt expense, and during the year ended December 31, 2021, the Company had no minal bad debt expense.

Inventories consist primarily of domestic and foreign crude oil, blending stock and components, work-in-progress, fertilizer products, refined fuels and by-products, and renewable diesel, all of which are valued at the lower of GAAP First-In, First-Out (“FIFO”) cost or net realizable value.

Certain inventories in the Petroleum and Nitrogen Fertilizer Segments, including other raw materials, spare parts, and supplies, are valued at the weighted moving-average cost, which approximates FIFO.

The cost of inventories includes inbound freight costs.

December 31, 2023 | 83

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The cost of inventories includes inbound freight costs.

Inventories consisted of the following:

(in millions) 2022 2021

Finished goods $ 297 $ 215

Raw materials 206 177

In-process inventories 35 20

Parts, supplies and other 86 72

Total inventories $ 624 $ 484

At December 31, 2022 and 2021, inventories related to the Nitrogen Fertilizer Segment included depreciation of approximately $ 4 million and $ 3 million, respectively.

Property, Plant and Equipment, net

5 unchanged sentences

Lives, in Years

Land and improvements 10 to 30

Land improvements 10 to 30

Buildings and improvements 1 to 30

3 unchanged sentences

Other 5 to 30

Property, plant, and equipment, net consisted of the following:

(in millions) 2022 2021

Machinery and equipment $ 4,194 $ 4,033

Buildings and improvements 86 88

ROU finance leases 79 81

Land and improvements 72 71

Furniture and fixtures 37 37

Construction in progress 143 142

Accumulated depreciation and amortization

( 2,379 ) ( 2,194 )

Total property, plant and equipment, net $ 2,247 $ 2,273

December 31, 2022 | 86

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leasehold improvements and assets held under finance leases are depreciated or amortized utilizing the straight-line method over the shorter of the contractual lease term or the estimated useful life of the asset.

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, 2022, 2021, and 2020, depreciation and amortization expenses were $ 221 million, $ 206 million, and $ 210 million, respectively.

During the year ended December 31, 2022, the Company had not identified the existence of an impairment indicator for our long-lived asset groups as outlined under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment .

Equity Method Investments

The Company accounts for investments in which it has a noncontrolling interest, yet has significant influence over the entity, using the equity method of accounting, whereby the Company records its pro-rata share of earnings, contributions to, and distributions from joint ventures as adjustments to the investment balance.

At inception, the Company determines whether an arrangement is a lease and the appropriate lease classification.

The pro-rata share of earnings is also recorded in Other income (expense), net on our Consolidated Statements of Operations.

At inception, the Company determines whether an arrangement is a lease and, if so, the appropriate lease classification.

Operating leases are included as operating lease right-of-use (“ROU”) assets within Other long-term assets and lease liabilities within Other current liabilities and Other long-term liabilities on our Consolidated Balance Sheets.

Finance leases are included as ROU finance leases within Property, plant, and equipment, net, and finance lease liabilities within Other current liabilities and Long-term debt and finance lease obligations, net of current portion on our Consolidated Balance Sheets.

Finance leases are included as ROU finance leases within Property, plant, and equipment, net, and finance lease liabilities within Current portion of long-term debt and finance lease obligations and Long-term debt and finance lease obligations, net of current portion on our Consolidated Balance Sheets.

Leases with an initial expected term of 12 months or less are considered short-term and are not recorded on our Consolidated Balance Sheets.

The Company recognizes lease expense for these leases on a straight-line basis over the expected lease term.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

ROU assets and liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term using an incremental borrowing rate with a maturity similar to the lease term, as our leases do not generally provide an implicit rate.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term using an incremental borrowing rate with a maturity similar to the lease term.

The lease term is modified to reflect options to extend or terminate the lease when it is reasonably certain we will exercise such option.

6 unchanged sentences

Deferred financing costs related to line-of-credit arrangements are amortized using the straight-line method through the maturity date of the facility.

The deferred financing costs are included net within Long-term debt and finance lease obligations, net of current portion and in Other long-term liabilities for the line-of-credit arrangements where no debt balance exists.

Impairment of Long-Lived Assets and Goodwill

Long-lived assets (excluding goodwill, intangible assets with indefinite lives, and deferred tax assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future net cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds their fair value.

Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell.

The deferred financing costs are included net within Current portion of long-term debt and finance lease obligations, Long-term debt and finance lease obligations, net of current portion, and Other long-term liabilities, for the line-of-credit arrangements where no debt balance exists.

December 31, 2023 | 84

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed.

Intangible assets are assets that lack physical substance (excluding financial assets).

Goodwill acquired in a business combination and intangible assets with indefinite useful lives are not amortized, while intangible assets with finite useful lives are amortized.

Goodwill and intangible assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired.

The Company uses November 1 of each year as its annual valuation date for its goodwill impairment test.

The Company tests goodwill for impairment annually on November 1 of each year, or more frequently if events or changes in circumstances indicate the asset might be impaired.

One of our reporting units associated with our Nitrogen Fertilizer Segment’s Coffeyville, Kansas facility (the “Coffeyville Fertilizer Facility”) had a goodwill balance of $ 41 million at December 31, 2019, which was fully impaired during the second quarter of 2020 when it was determined the estimated fair value of the Coffeyville Fertilizer Facility reporting unit did not exceed its carrying value.

As there was no goodwill balance at December 31, 2022, 2021, or 2020, no annual impairment review was performed.

Impairment of Long-Lived Assets

Long-lived assets (excluding intangible assets with indefinite lives and deferred tax assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future net cash flows expected to be generated by the asset.

Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell.

Asset Retirement Obligations

7 unchanged sentences

The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss will be incurred, and the loss can be reasonably estimated.

While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, the Company believes there would be no material impact on its consolidated financial statements.

Accrued amounts are reflected in Other current liabilities or Other long-term liabilities depending on when the Company expects to expend such amounts.

Refer to Note 11 (“Commitments and Contingencies”) for further discussion.

Environmental, Health & Safety (“EH&S”) Matters

The Petroleum Segment and Nitrogen Fertilizer Segment are subject to various federal, state, and local environmental, health, and safety rules and regulations.

CVR Energy is subject to various federal, state, and local environmental, health, and safety rules and regulations.

Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated.

1 unchanged sentence

In reporting environmental liabilities, no offset is made for potential recoveries.

Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change, and such accruals can take into account the legal liability of other parties.

Management periodically reviews and, as appropriate, revises its environmental accruals.

Loss contingency accruals, including those for environmental remediation, are subject to periodic management review and revision as further information develops or circumstances change, and such accruals can take into account the legal liability of other parties.

Environmental expenditures for capital assets are capitalized at the time of the expenditure when such costs provide future economic benefits.

Accrued amounts are reflected in Other current liabilities or Other long-term liabilities depending on when the Company expects to expend such amounts.

Refer to Note 11 (“Commitments and Contingencies”) for further discussion.

Revenue Recognition

The Company’s revenue is generated from contracts with customers and is recognized at a point in time when performance obligations are satisfied by transferring control of the products or services to a customer.

The transfer of control occurs upon

The transfer of control occurs upon shipment or delivery of the product, as the customer accepts the product, has title and significant risks and rewards of ownership of the product, physical possession of the product has been transferred, and we have the right to payment.

The transaction prices of the Company’s contracts are either fixed or based on market indices, and any uncertainty related to the variable consideration when determining the transaction price is resolved on the pricing date or the date when the product is delivered.

The payment terms depend on the product and type of contract, but generally require customers to pay within 30 days or less, and do not contain significant financing components.

December 31, 2023 | 85

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

shipment or delivery of the product, as the customer accepts the product, has title and significant risks and rewards of ownership of the product, physical possession of the product has been transferred, and we have the right to payment.

The payment terms depend on the product and type of contract, but generally require customers to pay within 30 days or less, and do not contain significant financing components.

Any pass-through finished goods delivery costs reimbursed by customers are reported in Net sales, while an offsetting expense is included in Cost of materials and other.

5 unchanged sentences

Cost Classifications

Cost of materials and other consists primarily of crude oil costs, feedstock blendstocks, purchased refined products, purchased ammonia, purchased hydrogen, pet coke expenses, Renewable Identification Number (“RIN”) expenses, derivative gains or losses, and freight and distribution expenses.

Cost of materials and other consists primarily of costs for crude oil, feedstock blendstocks, purchased refined products, purchased ammonia, purchased hydrogen, pet coke, Renewable Identification Numbers (“RINs”), derivative gains or losses, and freight and distribution.

Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, including applicable share-based compensation expense, property taxes, plant-related maintenance services, including turnaround expenses for the Nitrogen Fertilizer Segment, and environmental and safety compliance costs, as well as catalyst and chemical costs.

1 unchanged sentence

For the Company’s Nitrogen Fertilizer Segment, Cost of materials and other and Direct operating expenses (exclusive of depreciation and amortization) are also impacted by changes in inventory balances, as these financial statement line items include inventory production costs.

Our segments are subject to fluctuations of commodity prices caused by supply and economic conditions, weather, interest rates, and other factors.

To manage the impact of price fluctuations of crude oil and other commodities in our results of operations and certain inventories, and to fix margins on future sales and purchases, the Petroleum Segment uses various commodity derivative instruments, such as futures and swaps.

The Company has not designated any of its derivative contracts as hedge accounting and records changes in fair value and cash settlements in the Consolidated Statements of Operations.

On a regular basis, the Company enters into commodity contracts with counterparties for the purchases or sale of crude oil, blendstocks, various finished products, and RINs.

These contracts usually qualify for the normal purchase normal sale exception and follow the accrual method of accounting.

The Petroleum Segment may enter into forward purchase or sale contracts associated with RINs.

All other derivative instruments are recorded at fair value using mark-to-market accounting on a periodic basis utilizing third-party pricing.

The Nitrogen Fertilizer Segment may enter into forward contracts with fixed delivery prices to purchase portions of its natural gas requirements.

These contracts usually meet the definition of a derivative and qualify for the normal purchase normal sale exception following the accrual method of accounting.

All other derivative instruments are recorded in Prepaid expenses and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities on our Consolidated Balance Sheets depending on the derivative position and when it will be settled, and are measured at fair value with changes to the fair value recognized in Cost of materials and other in the Consolidated Statements of Operations.

The Nitrogen Fertilizer Segment may enter into forward contracts with fixed or indexed delivery prices to purchase portions of its natural gas requirements.

These natural gas contracts are not treated as derivatives as they qualify for the normal purchase and normal sale exclusions.

Accordingly, the fair value of these contracts are not recorded at the end of each reporting period.

Refer to Note 8 (“Derivative Financial Instruments, Investments and Fair Value Measurements”) for further discussion of the Company’s derivative activity.

December 31, 2022 | 89

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

In accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities.

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities, or a group of assets or liabilities, such as a business.

Topic 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The following is a brief description of those three levels:

• Level 1 — Quoted prices in active markets for identical assets or liabilities

• Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)

• Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value)

Financial instruments consisting of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable are carried at cost, which approximates fair value as a result of the short-term nature of the instruments.

The Company’s investments, derivative instruments, RFS obligations and long-term debt, which use fair value measurements and are valued using broker quoted market prices of similar instruments, are considered Level 2 inputs.

Refer to Note 8 (“Derivative Financial Instruments, Investments and Fair Value Measurements”) for further fair value disclosures.

Financial instruments consist of cash and cash equivalents, reserved funds, restricted cash, accounts receivable, accounts payable, operating and finance lease obligations and long-term debt are carried at cost and approximate their estimated fair value, except for the long-term debt.

The Company’s derivative instruments and RFS obligations are recognized at fair value.

Turnaround Expenses

1 unchanged sentence

Costs incurred for routine repairs and maintenance or unplanned outages at our facilities are expensed as incurred.

Planned turnaround activities for the Petroleum Segment vary in frequency dependent on refinery units, but generally occur every four to five years , while the frequency of turnarounds in the Nitrogen Fertilizer Segment is every two to three years .

Further details of each segment’s turnaround expensing method are discussed below.

December 31, 2023 | 86

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Petroleum Segment - Consistent with others in the refining industry, the Petroleum Segment follows the deferral method of accounting for turnaround activities.

Under the deferral method, the costs of turnarounds are deferred and amortized on a straight-line basis over a four-year period of time, which represents the estimated time until the next turnaround occurs.

Turnaround costs and related accumulated amortization are included in the Consolidated Balance Sheets as Other long-term assets.

The amortization expense related to turnaround costs is included in Depreciation and amortization in the Consolidated Statements of Operations.

Under the deferral method, the costs of turnarounds are deferred and amortized on a straight-line basis over a determined cycle, which represents the estimated time until the next turnaround occurs.

Turnaround costs and related accumulated amortization are included in Other long-term assets on our Consolidated Balance Sheets.

The amortization expense related to turnaround costs is included in Depreciation and amortization on our Consolidated Statements of Operations.

During the years ended December 31, 2023, 2022, and 2021, the Petroleum Segment capitalized $ 60 million, $ 81 million, and $ 8 million, respectively.

Capitalized turnaround costs are subject to impairment reviews, as discussed above.

Nitrogen Fertilizer Segment - The Nitrogen Fertilizer Segment follows the direct-expense method of accounting for turnaround activities.

Costs associated with these turnaround activities are included in Direct operating expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Operations.

Costs associated with these turnaround activities are included in Direct operating expenses (exclusive of depreciation and amortization) on our Consolidated Statements of Operations.

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

Share-Based Compensation

The Company accounts for share-based compensation in accordance with FASB ASC Topic 718, Compensation — Stock Compensation .

The Company accounts for share-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation .

Currently, all of the Company’s share-based compensation awards, including those issued by CVR Partners, are liability-classified and are measured at fair value at the end of each reporting period based on the applicable closing share or unit price.

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The performance objectives are set in accordance with approved levels of the business plan for the fiscal year during the performance cycle and, therefore, are considered reasonably possible of being achieved.

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this assumption proves not to be true and the awards do not vest, compensation expense recognized during the performance cycle will be reversed.

See Note 9 (“Share-Based Compensation”) for further discussion.

If this assumption proves not to be true and the awards do not vest, compensation expense recognized during the performance cycle will be reversed.

There were no dilutive awards outstanding during the years ended December 31, 2023, 2022, and 2021.

Income taxes are accounted for utilizing the asset and liability approach.

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Further, the Company recognizes interest expense (income) and penalties on uncertain tax positions and income tax deficiencies (refunds) in Income tax expense (benefit).

Earnings Per Share

There were no dilutive awards outstanding during the years ended December 31, 2022, 2021, and 2020.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In March 2020, FASB issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates.

The guidance is effective beginning on March 12, 2020 through the sunset date of Topic 848, which is currently expected to occur on December 31, 2024.

The Company has not utilized any of the optional expedients or exceptions available under this guidance and will continue to assess whether this guidance is applicable throughout the effective period.

In December 2023, FASB issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows.

This standard is effective for the Company beginning January 1, 2025 with early adoption permitted.

The Company is evaluating the effects of adopting this new accounting guidance on its disclosures but does not currently expect adoption will have a material impact on the Company’s consolidated financial statements.

The Company does not intend to early adopt this ASU.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which includes requirements for more robust disclosures of significant segment expenses and measures of a

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segment’s profit and loss used in assessing performance.

This standard is effective for the Company’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 with early adoption permitted.

The Company is still evaluating the effects of adopting this new accounting guidance on its disclosures.

(3) Inventory

Inventories consisted of the following:

(in millions) 2023 2022

Finished goods $ 260 $ 297

Raw materials 226 206

In-process inventories 21 35

Parts, supplies and other 97 86

Total inventories $ 604 $ 624

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 $ 4 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.

No adjustment was necessary for the years ended December 31, 2022 and 2021.

(4) Property, Plant and Equipment

Property, plant, and equipment, net consisted of the following:

(in millions) 2023 2022

Machinery and equipment $ 4,287 $ 4,194

Buildings and improvements 124 86

ROU finance leases 81 79

Land and improvements 74 72

Furniture and fixtures 33 37

Construction in progress 193 143

Accumulated depreciation and amortization

( 2,586 ) ( 2,379 )

Total property, plant and equipment, net $ 2,221 $ 2,247

For the years ended December 31, 2023, 2022, and 2021, depreciation and amortization expenses were $ 221 million, $ 221 million, and $ 206 million, respectively, and capitalized interest was $ 8 million, $ 5 million, and $ 7 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 .

(5) Equity Method Investments

For each of the following investments, we have the ability to exercise influence through our participation in the boards of directors, which make all significant decisions.

However, since we have equal or proportionate influence over each board of directors as a joint partner without regard to its economic interest and do not serve as the day-to-day operator, we have determined that these entities should not be consolidated and have applied the equity method of accounting.

• Enable South Central Pipeline, LLC (“Enable JV”) - Through our subsidiaries, we own a 40 % interest in Enable JV, which operates a 12 -inch 26 -mile crude oil pipeline with a capacity of approximately 20,000 barrels per day that is connected to the Wynnewood Refinery.

The remaining interest in Enable JV is owned by Enable Midstream Partners, LP, which was merged with Energy Transfer LP in December 2021.

• Midway Pipeline, LLC (“Midway JV”) - Through our subsidiaries, we own a 50 % interest in Midway JV, which operates a 16 -inch 99 -mile crude oil pipeline with a capacity of approximately 131,000 barrels per day which connects the Coffeyville Refinery to the Cushing, Oklahoma oil hub.

The remaining interest in Midway JV is owned by Plains Pipeline, L.P.

In January 2023, CVR Partners and its subsidiary entered into a series of agreements with CapturePoint LLC, an unaffiliated Texas limited liability company, and certain unaffiliated third-party investors intended to qualify under the Internal

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions) Enable JV Midway JV Total

Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”) and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030 (the “45Q Transaction”).

Among other items, the 45Q Transaction resulted in the creation of a joint venture entity, CVR-CapturePoint Parent LLC, which was accounted for by CVR Partners as an equity-method investment.

We have the following investments which have applied the equity method of accounting and are presented within Other long-term assets on our Consolidated Balance Sheets:

• CVR-CapturePoint Parent LLC (“CVRP JV”) - Through our subsidiaries, and in connection with the 45Q Transaction, we received a 50 % interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer.

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 40 % interest in Enable JV, which operates a 12 -inch 26 -mile crude oil pipeline with a capacity of approximately 80,000 barrels per day that is connected to the Wynnewood Refinery.

The remaining interest in Enable JV is owned by Enable Midstream Partners, LP, which was merged with Energy Transfer LP in December 2021.

The remaining interest in Midway JV is owned by Plains Pipeline, L.P.

(in millions) CVRP JV Enable JV Midway JV Total

Balance at December 31, 2021 — 6 73 79

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Balance at December 31, 2022 — 5 71 76

CVRP JV inception 46 — — 46

Cash distributions (1)

( 21 ) ( 4 ) ( 9 ) ( 34 )

Equity income — 4 8 12

Balance at December 31, 2023 $ 25 $ 5 $ 70 $ 100

(1) Of the CVRP JV amount, approximately $ 1 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 $ 2 million distribution from CVRP JV which will be recognized in the first quarter of 2024.

Lease Overview

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Most of our leases include one 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 property.

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.

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Additionally, we do not have any material lessor or sub-leasing arrangements.

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Balance Sheet Summary as of December 31, 2023 and 2022

The following tables summarize the ROU asset and lease liability balances for the Company’s operating and finance leases at December 31, 2022 and 2021:

The following tables summarize the right-of-use (“ROU”) asset and lease liability balances for the Company’s operating and finance leases at December 31, 2023 and 2022:

December 31, 2023 December 31, 2022

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

We recognize lease expense on a straight-line basis over the lease term and short-term lease expense within Direct operating expenses (exclusive of depreciation and amortization).

We recognize operating lease expense on a straight-line basis over the lease term within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other and finance lease expense on a straight-line basis over the lease term within Depreciation and amortization.

For the years ended December 31, 2023, 2022, and 2021, we recognized lease expense comprised of the following components:

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Short-term lease expense $ 11 $ 11 $ 8

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Lease Terms and Discount Rates

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Weighted-average discount rate 6.7 % 9.0 % 5.2 % 9.0 %

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Maturities of Lease Liabilities

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Total lease liability $ 49 $ 44

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 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.

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 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 financing lease with an amount of approximately $ 25 million being capitalized upon lease commencement when the Vessel is placed in service, which is currently expected within the next 12 months.

On July 14, 2022, the Company entered into the Sixth Amendment to the Sugar Land Plaza Office Building Agreement with LCFRE Sugar Land Town Square, LLC (“LCFRE”), which amends the Sugar Land Plaza Office Building Agreement dated 2016 (as amended, the “LCFRE Agreement”).

Under the LCFRE Agreement, LCFRE will provide office space to the Company which will continue to serve as the Company’s corporate office in Sugar Land, Texas and will commence on October 1, 2023.

Based on the terms outlined in the LCFRE Agreement, the Company expects the lease to be classified as an operating lease under Topic 842, with approximately $ 12 million capitalized upon lease commencement.

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 $ 20 million to $ 25 million being capitalized upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the second half of 2024.

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(in millions) 2023 2022

Accrued Renewable Fuel Standards (“RFS”) obligation $ 692 $ 494

Accrued taxes other than income taxes 51 45

Deferred revenue 48 87

Accrued Renewable Fuel Standard (“RFS”) obligation $ 329 $ 692

Personnel accruals 51 47

Share-based compensation 31 15

Accrued taxes other than income taxes 47 51

Accrued interest 26 24

Accrued income taxes 25 —

Deferred revenue 16 48

Operating lease liabilities 14 15

Current portion of long-term debt and finance lease obligations 6 6

Share-based compensation 13 31

Derivatives — 4

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(8) Long-Term Debt and Finance Lease Obligations

Long-term debt and finance lease obligations consisted of the following:

(in millions) 2023 2022

CVR Partners:

9.25 % Senior Secured Notes, due June 2023 (1)

6.125 % Senior Notes, due June 2028

Unamortized discount and debt issuance costs ( 3 ) ( 4 )

Total CVR Partners debt

CVR Refining, LP (“CVR Refining”):

Finance lease obligations, net of current portion (2)

Total CVR Refining debt $ 42 $ 48

5.250 % Senior Notes, due February 2025

5.25 % Senior Notes, due February 2025, net of current portion (1)

5.75 % Senior Notes, due February 2028

8.50 % Senior Notes, due January 2029

Unamortized debt issuance costs ( 5 ) ( 4 )

Total CVR Energy debt 995 996

Total long-term debt and finance lease obligations $ 1,585 $ 1,654

Current portion of finance lease obligations (2)

Petroleum Segment:

Finance lease obligations, net of current portion 37 42

Total Petroleum Segment finance lease obligations, net of current portion

Nitrogen Fertilizer Segment:

6.125 % Senior Secured Notes, due June 2028

Unamortized debt issuance costs ( 3 ) ( 3 )

Total Nitrogen Fertilizer Segment debt

Total long-term debt and finance lease obligations, net of current portion 1,579 1,585

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

Total long-term debt and finance lease obligations, including current portion $ 2,185 $ 1,591

(1) The $ 65 million outstanding balance of the 9.25 % Senior Secured Notes due 2023 (the “2023 UAN Notes”) was paid in full on February 22, 2022 at par, plus accrued and unpaid interest.

(2) Current portion of finance lease obligations was approximately $ 6 million as of both December 31, 2022 and 2021.

(1) On December 21, 2023, the Company delivered a notice of redemption to the holders of its 5.25 % 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 $ 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 redeemed in full, at par, plus accrued and unpaid interest to the redemption date.

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Credit Agreements

(in millions) Total Capacity Amount Borrowed as of December 31, 2022 Outstanding Letters of Credit Available Capacity as of December 31, 2022 Maturity Date

CVR Partners:

Asset Based (“Nitrogen Fertilizer ABL”) Credit Agreement

(in millions) Total Available Borrowing Capacity Amount Borrowed as of December 31, 2023 Outstanding Letters of Credit Available Capacity as of December 31, 2023 Maturity Date

Amended and Restated Asset Based (“CVR Energy ABL”) Credit Agreement $ 275 $ — $ 26 $ 249 June 30, 2027

Nitrogen Fertilizer Segment:

Asset Based (“CVR Partners ABL”) Credit Agreement

$ 39 $ — $ — $ 39 September 26, 2028

CVR Refining:

Petroleum ABL (as defined below)

$ 275 $ — $ 23 $ 252 June 30, 2027

2023 UAN Notes - On June 10, 2016, CVR Partners and its subsidiary, CVR Nitrogen Finance Corporation (“Finance Co.” and, together with CVR Partners, the “2023 Notes Issuers”), certain subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral trustee, completed a private offering of $ 645 million aggregate principal amount of the 2023 UAN Notes.

The 2023 UAN Notes would have matured on June 15, 2023, but the 2023 Notes Issuers redeemed the remaining outstanding balance at par plus accrued and unpaid interest to the applicable redemption date on February 22, 2022.

Interest on the 2023 UAN Notes was paid semi-annually in arrears on June 15 and December 15 of each year and were guaranteed on a senior secured basis by all of the Nitrogen Fertilizer Partnership’s existing subsidiaries.

The 2023 UAN Notes contained customary covenants for a financing of this type that, among other things, restricted CVR Partners’ ability and the ability of certain of its subsidiaries to have:

(i) sold assets;

(ii) paid distributions on, redeemed or repurchased the Nitrogen Fertilizer Partnership’s units or to have redeemed or repurchased its subordinated debt;

(iii) made investments;

(iv) incurred or guaranteed additional indebtedness or issued preferred units;

(v) created or incurred certain liens;

(vi) entered into agreements that restricted distributions or other payments from CVR Partners’ restricted subsidiaries to CVR Partners;

(vii) consolidated, merged or transferred all or substantially all of CVR Partners’ assets;

(viii) engaged in transactions with affiliates;

and (ix) created unrestricted subsidiaries.

In addition, the indenture contained customary events of default, the occurrence of which would have resulted in or permitted the trustee or the holders of at least 25 % of the 2023 UAN Notes to have caused the acceleration of the 2023 UAN Notes, in addition to pursuing other available remedies.

During 2021, CVR Partners redeemed $ 580 million in aggregate principal amounts of the outstanding 2023 UAN Notes at par.

On February 22, 2022, CVR Partners redeemed all of the remaining outstanding 2023 UAN Notes at par and settled accrued interest of approximately $ 1 million through the date of redemption.

As a result of this transaction, CVR Partners recognized a loss on extinguishment of debt of $ 1 million in the first quarter of 2022, which included the write-off of unamortized deferred financing costs and discount of less than $ 1 million each.

2028 UAN Notes - On June 23, 2021, CVR Partners and Finance Co.

(the “Issuers”), completed a private offering of $ 550 million aggregate principal amount of 6.125 % 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 100 % of the principal amount plus a “make whole” premium, plus accrued and unpaid interest.

On or after June 15, 2024, the Issuers may, on any one or more occasions, redeem all or part of the 2028 UAN Notes at the redemption prices set forth below, expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.

12-month period beginning June 15, Percentage

2029 Notes - On December 21, 2023, CVR Energy completed the issuance of $ 600 million in aggregate principal amount of 8.500 % 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 $ 598 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 $ 4 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.

On or after January 15, 2026, we may on any one or more occasions, redeem all or part of the 2029 Notes at the redemption price set forth below expressed as a percentage of the principal amount of the respective note, plus accrued and unpaid interest to the applicable redemption date.

12-month period beginning February 15, Percentage

2026 104.250 %

2027 102.125 %

2026 and thereafter 100.000 %

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The indenture governing the 2028 UAN Notes contains covenants that are substantially the same as the indenture governing the 2023 UAN Notes.

However, the 2028 UAN Notes contain 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.

Nitrogen Fertilizer ABL - On September 30, 2021, CVR Partners, LP and its subsidiaries, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, Finance Co.

and CVR Nitrogen GP, LLC, entered into the Nitrogen Fertilizer ABL with Wells Fargo Bank National Association, a national banking association (“Wells Fargo”), as administrative agent, collateral agent, and lender.

The Nitrogen Fertilizer ABL has an aggregate principal amount of availability of up to $ 35 million with an incremental facility, which permits an increase in borrowings of up to $ 15 million in the aggregate subject to additional lender commitments and certain other conditions.

The proceeds of the loans may be used for general corporate purposes of CVR Partners and its subsidiaries.

The Nitrogen Fertilizer ABL provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $ 4 million for swingline loans and $ 10 million for letters of credit.

The Nitrogen Fertilizer ABL is scheduled to mature on September 30, 2024.

Beginning September 30, 2021, loans under the Nitrogen Fertilizer ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.615 % plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615 % plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865 % plus SOFR or (b) 0.865 % plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115 % plus SOFR or (b) 1.115 % plus a base rate, otherwise.

The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.

The Nitrogen Fertilizer ABL contains customary covenants for a financing of this type and requires CVR Partners in certain circumstances to comply with a minimum fixed charge coverage ratio test and contains other restrictive covenants that limit the ability of CVR Partners and its subsidiaries ability to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue certain equity interests, create subsidiaries and unrestricted subsidiaries, and create certain restrictions on the ability to make distributions, loans, and asset transfers among CVR Partners or its subsidiaries.

Petroleum ABL - On June 30, 2022, CVR Refining and certain of its subsidiaries (the “Credit Parties”) entered into Amendment No.

3 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012 (the “Petroleum ABL Amendment”, and as amended, the “Petroleum ABL”), with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”).

The Petroleum ABL is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $ 275 million with a $ 125 million incremental facility, which is subject to additional lender commitments and certain other conditions.

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 Petroleum 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 $ 30 million for swingline loans and $ 60 million (or $ 100 million if increased by the Agent) for letters of credit.

The Petroleum ABL is scheduled to mature on June 30, 2027.

Beginning June 30, 2022, loans under the Petroleum ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.50 % plus the Term SOFR or (b) 0.50 % plus a base rate, if CVR Refining’s quarterly excess availability is greater than 50%, and (ii) (a) 1.75 % plus the Term SOFR or (b) 0.75 % plus a base rate, otherwise.

All borrowings under the Petroleum 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 Petroleum 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

On April 12, 2022 and July 22, 2022, in connection with the Petroleum ABL, numerous additional indirect, wholly-owned subsidiaries (the “Joining Subsidiaries”) of CVR Energy delivered to the Agent Joinder Agreements pursuant to which such Joining Subsidiaries became borrowers for all purposes under the Petroleum ABL and other Credit Documents.

2028 100.000 %

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 $ 600 million aggregate principal amount of 5.25 % Senior Unsecured Notes due 2025 (the “2025 Notes”) and $ 400 million aggregate principal amount of 5.75 % Senior Unsecured Notes due 2028 (the “2028 Notes” and, collectively with the 2025 Notes, the “Notes”).

3 unchanged sentences

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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On or after February 15, 2022 and February 15, 2023, we may on any one or more occasions, redeem all or part of the 2025 Notes and 2028 Notes, respectively, at the redemption prices set forth below expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.

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2024 100.000 % 2024 101.917 %

2024 and thereafter 100.000 % 2025 100.958 %

2025 100.958 %

2026 and thereafter 100.000 %

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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 25 % of the 2025 Notes and 2028 Notes to cause, amongst other available remedies, the acceleration of the respective notes.

In connection with the Notes, issued pursuant to the Indenture dated January 27, 2020 (the “Indenture”), among CVR Energy, the subsidiary guarantors listed therein (collectively, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), a new wholly-owned subsidiary of CVR Energy, CVR Renewables, LLC (“CVR Renew”), the Guarantors, and the Trustee executed and delivered a Supplemental Indenture pursuant to which CVR Renew 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.

On April 12, 2022, CVR Energy, the existing subsidiary guarantors of the Notes and CVR Renewables, LLC, a new wholly-owned subsidiary of CVR Energy (“CVR Renew”), on the one hand, and the trustee for the Notes, on the other hand, executed and delivered a Supplemental Indenture pursuant to which CVR Renew 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 July 1, 2022, in connection with the Petroleum ABL Amendment, the Joining Subsidiaries that were not previously parties to the Indenture executed and delivered a Supplemental Indenture to the Trustee 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.

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 $ 16 million through the date of redemption.

As a result of this transaction, the Company will recognize a $ 1 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 $ 275 million with a $ 125 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 $ 30 million for swingline loans and $ 60 million (or $ 100 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) 1.50 % plus the Term SOFR or (b) 0.50 % plus a base rate, if CVR Refining, LP’s (“CVR Refining”) quarterly excess availability is greater than 50%, and (ii) (a) 1.75 % plus the Term SOFR or (b) 0.75 % 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

On September 26, 2023, the Credit Parties entered into Amendment No.

4 to the Amended and Restated ABL Credit Agreement (the “CVR Energy ABL Amendment”), dated December 20, 2012, with Wells Fargo, as administrative agent and collateral agent, to make certain administrative updates thereto.

The foregoing description of the CVR Energy ABL and CVR Energy 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.

Nitrogen Fertilizer Segment

2028 UAN Notes - On June 23, 2021, CVR Partners and Finance Co.

(the “Issuers”), completed a private offering of $ 550 million aggregate principal amount of 6.125 % 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.

12-month period beginning June 15, Percentage

2024 103.063 %

2025 101.531 %

2026 and thereafter 100.000 %

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 25 % 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 $ 15 million to a total of $ 50 million in the aggregate, with an incremental facility of an additional $ 15 million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional four years to September 26, 2028.

The CVR Partners ABL provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $ 4 million for swingline loans and $ 10 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) 1.615 % plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615 % plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865 % plus SOFR or (b) 0.865 % plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115 % plus SOFR or (b) 1.115 % plus a base rate,

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The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.

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

Covenant Compliance

The Company and its subsidiaries, as applicable, have been in compliance with all covenants of the Nitrogen Fertilizer ABL, the Petroleum ABL, and the senior notes as of December 31, 2022.

The Company and its subsidiaries, as applicable, have been in compliance with all covenants of the CVR Energy ABL, the CVR Partners ABL, and the senior notes as of December 31, 2023.

The following tables present the Company’s revenue disaggregated by major product, which include a reconciliation of the disaggregated revenue by the Company’s reportable segments:

7 unchanged sentences

UAN — 431 — 431

Other urea products — 33 — 33

Urea products — 29 — 29

Freight revenue (3)

Other products (4)

164 18 86 268

3 unchanged sentences

Total revenue $ 8,287 $ 681 $ 279 $ 9,247

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Year Ended December 31, 2022

6 unchanged sentences

UAN — 557 — 557

Other urea products — 29 — 29

Urea products — 33 — 33

Freight revenue (3)

Other products (4)

244 11 30 285

3 unchanged sentences

Total revenue $ 9,919 $ 836 $ 141 $ 10,896

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Year Ended December 31, 2021

6 unchanged sentences

UAN — 316 — 316

Other urea products — 15 — 15

Urea products — 29 — 29

Freight revenue (3)

Other products (4)

163 11 ( 12 ) 162

8 unchanged sentences

(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 is reimbursed by customers.

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 revenue consists primarily of renewable fuels activity, feedstock, asphalt sales, and pipeline and processing fees.

(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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Remaining Performance Obligations

3 unchanged sentences

As of December 31, 2023, the Nitrogen Fertilizer Segment had approximately $ 10 million of remaining performance obligations for contracts with an original expected duration of more than one year.

The Nitrogen Fertilizer Segment expects to recognize approximately $ 4 million of these performance obligations as revenue by the end of 2023 and the remaining balance during 2024.

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The Nitrogen Fertilizer Segment expects to recognize $ 3 million of these performance obligations as revenue by the end of 2024, an additional $ 3 million in 2025, and the remaining balance thereafter.

Contract Balances

3 unchanged sentences

New prepay contracts entered into during the period 51

Noncash consideration received as part of the 45Q Transaction 46

Revenue recognized that was included in the contract liability balance at the beginning of the period ( 47 )

Revenue recognized related to contracts entered into during the period ( 41 )

Revenue recognized related to noncash consideration ( 6 )

Other changes ( 2 )

Balance at December 31, 2022 $ 48

(1) Includes $ 83 million where payments associated with prepaid contracts were collected as of December 31, 2022.

Total deferred revenue at December 31, 2023

Current portion of deferred revenue

Total long-term deferred revenue $ 33

Major Customers

Petroleum Segment - The Petroleum Segment had two customers who comprised 25 % and 26 % of petroleum net sales for the years ended December 31, 2022 and 2020, respectively, and one customer who comprised 16 % of petroleum net sales for the year ended December 31, 2021.

Nitrogen Fertilizer Segment - The Nitrogen Fertilizer Segment had two customers who comprised 30 % and 26 % of nitrogen fertilizer net sales for the years ended December 31, 2022 and 2020, respectively, and one customer who comprised 13 % of nitrogen fertilizer net sales for the year ended December 31, 2021.

(8) Derivative Financial Instruments, Investments and Fair Value Measurements

Petroleum Segment - The Petroleum Segment had two customers that accounted for 10% or more of the petroleum net sales at approximately 15 % and 12 % for the year ended December 31, 2023, and 15 % and 10 % for the year ended December 31, 2022.

The Petroleum Segment had one customer who comprised 16 % 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 13 % and 12 % for the year ended December 31, 2023, and 16 % and 14 % for the year ended December 31, 2022.

The Nitrogen Fertilizer Segment had one customer who comprised 13 % of nitrogen fertilizer net sales for the year ended December 31, 2021.

(10) Derivative Financial Instruments and Investments

Derivative Financial Instruments

Our segments are subject to fluctuations of commodity prices caused by supply and economic conditions, weather, interest rates, and other factors.

The Company has not designated any of its derivative contracts as hedge accounting and records changes in fair value and cash settlements in the Consolidated Statements of Operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of December 31, 2023 and 2022:

1 unchanged sentence

Forwards Crude 247 373

Swaps NYMEX Diesel Cracks ( 6,780 ) —

Swaps NYMEX RBOB Cracks ( 1,275 ) —

Swaps NYMEX 2-1-1 Cracks ( 3,030 ) —

Futures Crude — ( 150 )

1 unchanged sentence

Futures Soybean — ( 109 )

As of December 31, 2022, the Petroleum Segment had open fixed-price commitments to purchase a net amount of 34 million RINs.

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The following outlines the realized and unrealized gains (losses) incurred from derivative activities, all of which were recorded in Cost of materials and other on the Consolidated Statements of Operations:

Year Ended December 31,

(in millions) 2022 2021 2020

Forwards $ 12 $ 25 $ 53

Swaps ( 48 ) ( 68 ) ( 8 )

Futures ( 19 ) ( 1 ) 10

Total (loss) gain on derivatives, net $ ( 55 ) $ ( 44 ) $ 55

Offsetting Assets and Liabilities

The following outlines the consolidated balance sheet line items that include our derivative financial instruments and the effect of the collateral netting.

Such amounts are presented on a gross basis, before the effects of collateral netting.

The Company elected to offset the derivative assets and liabilities with the same counterparty on a net basis when the legal right of offset exists.

Derivatives Collateral Netting Net Value Derivatives Collateral Netting Net Value

The following outlines the balances of our commodity derivative instruments as of December 31, 2023 and 2022 after the effects of contract netting and allocation of collateral and their classifications in the Consolidated Balance Sheets.

Refer to Note 11 (“Fair Value Measurements”) for the gross amounts of the commodity derivative instruments (before the effects of contract netting and allocation of collateral):

(in millions) Assets Liabilities Assets Liabilities

1 unchanged sentence

$ 24 $ — $ — $ —

Other long-term assets

Other current liabilities

— ( 4 ) — ( 4 ) 5 ( 7 ) — ( 2 )

At December 31, 2022 and 2021, the Company had $ 7 million and $ 4 million of collateral under master netting arrangements not offset against the derivatives within Prepaid expenses and other current assets on the Consolidated Balance Sheets, respectively, primarily related to initial margin requirements.

Our derivative instruments may contain credit risk-related contingent provisions associated with our credit ratings.

If our credit rating were to be downgraded, it would allow the counterparty to require us to post collateral or to request immediate, full settlement of derivative instruments in liability positions.

There were no derivative liabilities with credit risk-related contingent provisions as of December 31, 2022 and 2021, and no collateral has been posted.

Investments consisted of equity securities, which are reported at fair value in Prepaid expenses and other current assets on our Consolidated Balance Sheets.

These investments were considered trading securities.

Investment income on marketable securities consisted of the following:

The following table represents CVR Energy’s incurred realized and unrealized net gains (losses) from derivative activities, recorded in Cost of materials and other on the Consolidated Statements of Operations:

Year Ended December 31,

(in millions) 2023 2022 2021

Dividend income $ — $ — $ 7

Gain on marketable securities — 81 34

Investment income on marketable securities $ — $ 81 $ 41

Commodity derivative instruments $ 5 $ ( 55 ) $ ( 44 )

CVR Energy has certain derivative instruments that contain credit risk-related contingent provisions associated with our credit ratings.

If our credit rating were to be downgraded, it would allow the counterparty to require us to post collateral or to request immediate, full settlement of derivative instruments in liability positions.

There were no derivative liabilities with credit risk-related contingent provisions as of December 31, 2023 and 2022, and no collateral has been posted.

On January 18, 2022, the Company divested its remaining nominal investment in Delek US Holdings, Inc.

As of December 31, 2022, the Company did not hold any investment in Delek.

See further discussion of the distribution in Note 14 (“Related Party Transactions”).

These investments were considered trading securities and the related income was $ 81 million during 2021, which was recorded in Prepaid expenses and other current assets on our Consolidated Balance Sheets.

See further discussion in Note 17 (“Related Party Transactions”).

(11) Fair Value Measurements

In accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), certain assets and liabilities of the Company are measured at fair value on a recurring and nonrecurring basis at December 31, 2023 and 2022.

Topic 820 utilizes a fair value hierarchy considering the inputs and valuation techniques used to measure fair value into the following three broad levels:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

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Fair Value Measurements

The following tables set forth the assets and liabilities measured or disclosed at fair value on a recurring basis, by input level, as of December 31, 2022 and 2021:

• Level 2 — Observable inputs other than quoted prices included within Level 1 for the asset or liability either directly or indirectly, which include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active.

• Level 3 — Unobservable inputs that are significant to the fair value of the asset or liability, which include valuation techniques that involve significant unobservable inputs and Company’s own assumptions of market inputs/valuation.

Assets and liabilities measured at fair value on a recurring basis

The following tables set forth information about the assets and liabilities measured at fair value on a recurring basis, by input level, as of December 31, 2023 and 2022.

Such amounts are presented on a gross basis, before the effects of netting and allocation of collateral.

The Company elected to offset the fair value amounts recognized for derivative assets and liabilities executed with the same counterparty under a master netting arrangement, including fair value amounts recognized for the right to reclaim or the obligation to return cash collateral.

December 31, 2023

(in millions) Level 1 Level 2 Level 3 Total

Location and description

Other current liabilities (commodity derivatives) $ — $ ( 4 ) $ — $ ( 4 )

Other current liabilities (RFS obligations) — ( 692 ) — ( 692 )

Long-term debt and finance lease obligations, net of current portion (long-term debt) — ( 1,394 ) — ( 1,394 )

Total liabilities $ — $ ( 2,090 ) $ — $ ( 2,090 )

Fair Value Hierarchy Total gross fair value Contract netting Collateral netting (1)

(in millions) Level 1 Level 2 Level 3

Commodity derivative instruments $ — $ 31 $ — $ 31 $ ( 6 ) $ — $ 25

Commodity derivative instruments — ( 6 ) — ( 6 ) 6 — —

RFS — ( 329 ) — ( 329 ) — — ( 329 )

December 31, 2022

(in millions) Level 1 Level 2 Level 3 Total

Location and description

Prepaid expenses and other current assets (derivative financial instruments) $ — $ 1 $ — $ 1

Total assets $ — $ 1 $ — $ 1

Other current liabilities (derivative financial instruments) $ — $ ( 2 ) $ — $ ( 2 )

Other current liabilities (RFS obligations) — ( 494 ) — ( 494 )

Long-term debt and finance lease obligations, net of current portion (long-term debt) — ( 1,620 ) — ( 1,620 )

Total liabilities $ — $ ( 2,116 ) $ — $ ( 2,116 )

Fair Value Hierarchy Total gross fair value Contract netting Collateral netting (1)

Level 1 Level 2 Level 3

Commodity derivative instruments $ — $ 4 $ — $ 4 $ ( 4 ) $ — $ —

Commodity derivative instruments — ( 9 ) — ( 9 ) 4 1 ( 4 )

RFS — ( 692 ) — ( 692 ) — — ( 692 )

(1) At December 31, 2023 and 2022, the Company had $ 13 million and $ 7 million of collateral under master netting arrangements not offset against the derivatives within Prepaid expenses and other current assets on the Consolidated Balance Sheets, respectively, primarily related to initial margin requirements.

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

Similarly, RFS obligations are measured at fair value using a market approach based on available broker quoted market RIN prices for each specific or closest vintage year.

The Company had no transfers of assets or liabilities between any of the above levels during the years ended December 31, 2023 and 2022.

Assets and liabilities measured at fair value on a nonrecurring basis

CVR Partners performed a nonrecurring fair value measurement of the equity interest received as part of the 45Q Transaction in the first quarter of 2023.

Such valuation used a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples.

CVR Partners determined the estimated fair value of the consideration received to be $ 46 million, which is a nonrecurring Level 3 measurement, as defined by Topic 820, based on the use of CVR Partners’ own assumptions described

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There are no other assets or liabilities that were measured at fair value on a nonrecurring basis as of December 31, 2023 and 2022.

Assets and liabilities not required to be measured at fair value

CVR Energy holds cash equivalents which consist primarily of bank time deposits with maturities of 90 days or less.

Cash and cash equivalents and reserved funds had carrying and fair values of $ 1.2 billion and $ 510 million at December 31, 2023 and 2022, respectively, and are classified as Level 1 in the fair value hierarchy.

Long-term debt of $ 2.1 billion and $ 1.5 billion at December 31, 2023 and 2022, respectively, had estimated fair values of $ 2.1 billion and$ 1.4 billion, respectively, and are classified as Level 2 in the fair value hierarchy.

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

(12) Share-Based Compensation

1 unchanged sentence

Individuals who are eligible to receive awards and grants under or in connection with the LTIPs include the employees, officers, and directors of the Company and CVR Partners.

The Company had 6.8 million shares available for future grants under the CVR Energy LTIP at December 31, 2022.

The Company had 6.8 million and 0.5 million shares available for future grants under the CVR Energy LTIP and CVR Partners LTIP, respectively, at December 31, 2023.

Incentive and Phantom Unit Awards

Incentive and phantom unit awards that have been granted to officers, employees, and directors (collectively, the “Share-Based Awards”) reflect the value and dividends or distributions of CVR Energy or CVR Partners, as applicable.

Each Share-Based Award and the related dividend or distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one share or unit, as applicable, in accordance with the award agreement, plus (ii) the per share or unit cash value of all dividends or distributions declared and paid, as applicable, from the grant date through the vesting date.

The Share-Based Awards are generally graded-vesting awards, which vest over three years with one-third of the award vesting each year the grantee remains employed by the Company or its subsidiaries.

Incentive and phantom unit awards that have been granted to officers, employees, and directors (collectively, the “Share-Based Awards”) reflect the value of shares or units and dividends or distributions of CVR Energy or CVR Partners, as applicable.

The Share-Based Awards are generally graded-vesting awards, which vest over three years with one-third of the award vesting each year provided the grantee remains employed by the Company or its subsidiaries on the applicable vesting date.

Compensation expense is recognized ratably, based on service provided to the Company and its subsidiaries, with the amount recognized fluctuating as a result of the Share-Based Awards being remeasured to fair value at the end of each reporting period due to their liability-award classification.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of activity for the Company’s Share-Based Awards for the year ended December 31, 2023 is presented below:

10 unchanged sentences

(1) As of December 31, 2023, there are no 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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Performance Unit Awards

Pursuant to the amended employment agreement, effective December 22, 2021, with the Company’s current chief executive officer, the Company amended the performance award agreement (the “CEO Performance Award”) to extend the end of the performance period thereunder to December 31, 2024.

The CEO Performance Award represents the right to receive upon vesting, a cash payment equal to $ 10 million if the average closing price of the Company’s common stock over the 30 -day trading period from January 6, 2025 through February 20, 2025 is equal to or greater than $ 60 per share.

Under the CEO Performance Award, as of December 31, 2023 and 2022, the Company had no outstanding liability.

Compensation Expense

17 unchanged sentences

The Company sponsors and administers two 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.

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Participants in the Plans may elect to contribute a designated percentage of their eligible compensation in accordance with the Plans, subject to statutory limits.

2 unchanged sentences

The Plans provide for a three-year vesting schedule for the Company’s matching contributions and contain a provision to count service with predecessor organizations.

The Company had approximately $ 11 million and $ 10 million in contributions under the Plans for the years ended December 31, 2022 and 2020, respectively.

The Company had no contributions 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.

The Company had contributions under the Plans of $ 12 million and $ 11 million for the years ended December 31, 2023 and 2022, respectively.

The Company did no 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.

(13) Income Taxes

As of December 31, 2022 and 2021, the Company’s Consolidated Balance Sheets reflected a receivable of $ 22 million and $ 26 million, respectively, from the IRS and certain state jurisdictions.

As of December 31, 2023 and 2022, the Company’s Consolidated Balance Sheets reflected a payable of $ 25 million and receivable of $ 22 million, respectively, from the IRS and certain state jurisdictions.

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Income Tax Expense (Benefit)

3 unchanged sentences

Federal $ 118 $ 156 $ 84

State 14 7 ( 5 )

Total current 127 170 91

4 unchanged sentences

$ 207 $ 157 $ ( 8 )

The following is a reconciliation of total income tax expense (benefit) to income tax expense (benefit) computed by applying the statutory federal income tax rate to pretax income (loss):

The following is a reconciliation of total income tax expense (benefit) to income tax expense (benefit) computed by applying the statutory federal income tax rate to pretax income:

Year Ended December 31,

2 unchanged sentences

State income taxes, net of federal tax benefit 28 28 3

Changes in enacted state tax rates, net of federal tax benefit — ( 10 ) —

Changes in enacted state tax rates, net of federal tax expense ( 5 ) — ( 10 )

State tax incentives, net of federal tax expense ( 11 ) ( 6 ) ( 6 )

Noncontrolling interest ( 23 ) ( 38 ) ( 10 )

Goodwill impairment — — 3

Renewable fuel incentives ( 15 ) ( 7 ) —

Other, net 5 12 1

10 unchanged sentences

Personnel accruals $ 11 $ 14

Inventories 3 —

Right of use lease liability 9 —

Contingent liabilities 61 —

State tax credit carryforward, net 12 8

Net operating loss carryforward — 2

Total gross deferred income tax assets 96 22

Deferred income tax liabilities:

Unrealized gains/losses ( 6 ) —

Prepaid expenses ( 6 ) —

Right of use lease asset ( 10 ) —

Investment in CVR Partners ( 60 ) ( 68 )

Investment in CVR Refining — ( 202 )

Investment in Joint Ventures ( 15 ) —

Property, plant and equipment ( 295 ) —

Turnaround costs ( 30 ) —

Other ( 1 ) ( 1 )

1 unchanged sentence

Net deferred income tax liabilities $ ( 327 ) $ ( 249 )

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, no valuation allowance was recognized as of December 31, 2023 and 2022.

6 unchanged sentences

Balance, beginning of year $ 11 $ 17 $ 17

Decrease based on prior year tax position — — ( 2 )

Reductions related to expirations from statute of limitations ( 10 ) ( 6 ) —

1 unchanged sentence

Included in the balance of unrecognized tax benefits as of December 31, 2023, 2022, and 2021 are $ 1 million, $ 9 million, and $ 13 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate.

Additionally, the Company reasonably believes that $ 10 million of unrecognized tax positions related to state income tax credits will be recognized by the end of 2023 as a result of the expiration of statute of limitations.

Approximately $ 2 million and $ 7 million of unrecognized tax benefits were netted with Deferred income tax asset carryforwards as of December 31, 2022 and 2021, respectively.

The remaining unrecognized tax benefits are included in Other long-term liabilities in the Consolidated Balance Sheets.

CVR Energy recognized $ 1 million interest expense and $ 3 million liability for interest as of December 31, 2022, $ 1 million interest expense and $ 2 million liability for interest as of December 31, 2021, and a no minal interest expense and $ 1 million liability for interest as of December 31, 2020.

No penalties were recognized during 2022, 2021, or 2020.

At December 31, 2022, the Company’s tax filings are open to examination in the United States for the tax years ended December 31, 2018 through December 31, 2021 and in various individual states for the tax years ended December 31, 2018 through December 31, 2021.

Additionally, the Company reasonably believes that no 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.

No unrecognized tax benefits were netted with Deferred income tax asset

December 31, 2023 | 104

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

carryforwards as of December 31, 2023.

Approximately $ 2 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 $ 3 million interest benefit and no liability for interest as of December 31, 2023, $ 1 million interest expense and $ 3 million liability for interest as of December 31, 2022, and $ 1 million interest expense and $ 2 million liability for interest as of December 31, 2021.

No penalties were recognized during 2023, 2022, or 2021.

At December 31, 2023, the Company’s tax filings are open to examination in the United States for the tax years ended December 31, 2020 through December 31, 2022 and in various individual states for the tax years ended December 31, 2019 through December 31, 2022.

(14) Commitments and Contingencies

Supply Commitments

The Company is a party to various supply agreements with both related and third parties which commit the Company to purchase minimum volumes of crude oil, hydrogen, oxygen, nitrogen, pet coke, and natural gas to run its facilities’ operations.

The minimum required payments for unconditional purchase obligations are as follows:

Unconditional Purchase Obligations

The minimum required payments for unconditional purchase obligations as defined in ASC 440, Commitments , are as follows:

(in millions) Unconditional

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Thereafter 147

For the years ended December 31, 2022, 2021, and 2020, amounts purchased under these supply agreements totaled approximately $ 200 million, $ 176 million, and $ 153 million, respectively.

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 $ 72 million, $ 72 million, and $ 71 million, respectively.

Crude Oil Supply Agreement

Effective on August 4, 2021, an indirect, wholly-owned subsidiary of CVR Refining entered into the Second Amended and Restated Crude Oil Supply Agreement (the “Crude Oil Supply Agreement”) with Vitol Inc.

(“Vitol”), which superseded, in its entirety, the August 31, 2012 Amended and Restated Crude Oil Supply Agreement between the parties.

Under the Crude Oil Supply Agreement, Vitol supplies the Petroleum Segment with 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 the Crude Oil Supply Agreement, as a percentage of the total crude oil purchases (in barrels), were approximately 34 %, 42 %, and 33 % for the years ended December 31, 2022, 2021, and 2020, respectively.

The Crude Oil Supply Agreement, which currently extends through December 31, 2023, automatically renews for successive one-year terms (each such term, a “Renewal Term”) unless either party provides the other with notice of non-renewal at least 180 days prior to expiration of the term or any Renewal Term.

Contingencies

Call Option Lawsuits - In December 2022, the Delaware Court of Chancery approved the final 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”) entered into by the parties on August 19, 2022.

The Settlement had no further impact on the Company’s financial position or results of operations beyond the $ 79 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.

On November 28, 2022, the 434 th Judicial District Court of Fort Bend County, Texas granted summary judgment in favor of the primary and excess insurers (the “Insurers”) of the Call Defendants in the Insurers’ declaratory judgment action seeking determination that the Insurers owe no indemnity coverage for the Call Option Lawsuits in relation to insurance policies that have coverage limits of $ 50 million.

The Company intends to appeal the grant of summary judgment while it concurrently pursues its claims against the Insurers it filed in October 2022 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

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 26 %, 34 %, and 42 % 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 one month , until January 31, 2026, and made certain other non-material updates.

The term of the Gunvor Crude Oil Supply Agreement is subject to automatic one-year renewals following the expiration of the initial term in the absence of either party providing 180 days’ notice of termination.

As part of the transition of the crude oil supply agreement from Vitol to Gunvor, on December 31, 2023, the Company purchased the final inventory remaining under the crude oil supply agreement with Vitol and sold it to Gunvor on January 1, 2024.

The inventory purchased from Vitol was included within Inventories on the Consolidated Balance Sheets as of December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

conduct of the Insurers relating to the Call Option Lawsuits.

On January 3, 2023, the Superior Court granted the Call Defendants’ motion for leave to amend its complaint to seek recovery from the Insurers of all of the amounts paid in settlement of the Call Option Lawsuits.

As our potential appeal of the Texas court decision and our Superior Court lawsuit are in their early stages, the Company cannot determine at this time the outcome of these lawsuits, including whether the outcome would have a material impact on the Company’s financial position, results of operations, or cash flows.

Renewable Fuel Standards - The Petroleum Segment’s subsidiaries that are subject to the RFS (collectively, the “obligated-party subsidiaries”) implemented by the Environmental Protection Agency (the “EPA”), which requires refiners 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 its transportation fuels and must either purchase RINs or obtain waiver credits for cellulosic biofuels, or other exemptions from the EPA, in order to comply with the RFS.

45Q Transaction

Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary CRNF is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $ 15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $ 45 million cap, if these minimum quantities are not delivered.

CVR Partners issued a guarantee to the unaffiliated third-party investors and certain affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVRP JV, which include the aforementioned fees.

This guarantee has no impacts on the accounting records of CVR Partners unless the parties fail to comply with the terms of the 45Q Transaction contracts.

Contingencies

Call Option Coverage Case - In January 2021, the Company’s primary and excess insurers (the “Insurers”) filed suit for declaratory judgment in the 434 th Judicial District Court of Fort Bend County, Texas seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 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 $ 79 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, 2022, 2021, and 2020, the Company’s obligated-party subsidiaries recognized expense of approximately $ 435 million, $ 435 million, and $ 190 million, respectively, for their compliance with the RFS (based on the 2020, 2021, and 2022 renewable volume obligation (“RVO”), for the respective periods, excluding the impacts of any exemptions or waivers to which the Company may be entitled).

The recognized amounts are included within Cost of materials and other in 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 the years ended December 31, 2023, 2022, and 2021, the Company’s obligated-party subsidiaries recognized a benefit of approximately $ 114 million and an expense of $ 435 million and $ 435 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.

As of December 31, 2023 and 2022, the Company’s obligated-party subsidiaries’ RFS positions were approximately $ 329 million and $ 692 million, respectively, and are recorded in Other current liabilities on the Consolidated Balance Sheets.

RFS Disputes - The Company has filed a number of petitions in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) and the United States Court of Appeals for the District of Columbia Circuit (the “DC Circuit”) challenging the EPA’s denial of small refinery exemptions sought by Wynnewood Refining Company, LLC (“WRC”) for the 2017 through 2021 compliance periods (the “SRE Denial Lawsuits”), the EPA’s April 2022 and June 2022 alternative compliance rulings and the EPA’s Final Rule issued in July 2022 establishing RVO, and also intervened in an action filed by certain biofuels producers relating to the RFS.

In late 2022, the Fifth Circuit denied the EPA’s motions to stay the SRE Denial Lawsuits, which motion remains pending.

In February 2023, WRC filed a motion in the Fifth Circuit seeking a stay of enforcement of the RFS against WRC pending resolution of the SRE Denial Lawsuits.

As each of these proceedings is in its preliminary stages, the Company cannot determine at this time the outcomes of these matters.

While we intend to prosecute these actions vigorously, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material effect on the Company’s financial position, results of operations, or cash flows.

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

Clean Air Act Matter - In June and October 2020, the United States (on behalf of the EPA) and the state of Kansas, acting by and through the Kansas Department of Health and Environment (“KDHE”), demanded stipulated penalties from CRRM for alleged violations of a Consent Decree (“CD”) the parties entered into in 2012.

On April 5, 2021, CRRM filed a petition for judicial review of the stipulated penalty demand with the United States District Court for the District of Kansas (“D.

On March 30, 2022, the D.

issued a memorandum and order denying CRRM’s petition for judicial review and awarding the United States and KDHE approximately $ 6.8 million in stipulated penalties (the “Stipulated Claims”).

On May 12, 2022, CRRM appealed the D.

Kan.’s order to the United States Court of Appeals for the Tenth Circuit, where it remains pending.

Pursuant to the CD, CRRM has deposited the amount of the stipulated penalty demand into a commercial escrow account pending resolution of the disputed claim, and such funds are legally restricted for use and are included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

In December 2020, the United States and KDHE filed a supplemental complaint in the D.

Kan., related to alleged violations of the CAA, CRRM’s Title V permit, the Kansas state implementation plan (“SIP”), and Kansas law.

The United States and KDHE subsequently amended that complaint in February 2022, adding claims for alleged violations of the CAA, CRRM’s Title V permit, the Kansas SIP, and Kansas law.

The United States and KDHE are seeking civil penalties and

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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

injunctive relief.

In March 2022, CRRM filed a partial motion to dismiss certain claims in the amended supplemental complaint.

On October 3, 2022, the D.

issued a memorandum and order granting CRRM’s motion to dismiss KDHE’s request for penalties under Kansas law but denying the remainder of CRRM’s motion to dismiss.

subsequently held a scheduling conference in December 2022 and entered a scheduling order in January 2023.

Under that schedule, the case will proceed through discovery in 2023 and 2024.

The court will schedule a trial in the case at a later date.

In January 2023, the United States (on behalf of the EPA) and the State of Kansas, through KDHE, amended their complaint before the D.

in connection with their allegations that CRRM violated the CAA, the Kansas State Implementation Plan, Kansas law, 40 C.F.R.

Part 63 and CRRM’s permits relating to flares, heaters, and related matters and seeking civil penalties, injunctive and related relief (collectively, the “Statutory Claims”), adding certain claims including relating to an alleged failure to comply with certain emissions reporting requirements for 2016.

Negotiations and proceedings remain ongoing relating to the Statutory Claims, and also relating to the Stipulated Claims being sought by the United States (on behalf of the EPA) and the State of Kansas (through KDHE) in connection with their allegations that CRRM violated the CAA and a 2012 Consent Decree between CRRM, the United States (on behalf of the EPA) and KDHE, following CRRM’s appeal to the United States Court of Appeals for the Tenth Circuit of the denial by D.Kan.

of CRRM’s petition for judicial review of the Stipulated Claims.

As negotiations and proceedings relating to the Stipulated Claims and the Statutory Claims are ongoing, the Company cannot determine at this time the outcome of these matters, including whether such outcome, or any subsequent enforcement or litigation relating thereto would have a material impact on the Company’s financial position, results of operations, or cash flows.

Environmental Remediation - As of December 31, 2022 and 2021, environmental accruals representing estimated costs for future remediation efforts at certain Petroleum Segment sites totaled approximately $ 22 million and $ 12 million, respectively.

exemptions (“SREs”) under the RFS in April 2022 for WRC’s 2018 petition and in June 2022 for WRC’s 2017, 2019, 2020 and 2021 SRE petitions (collectively, the “2022 Denials”), which denials were based on a new standard for evaluating SREs announced by the EPA in December 2021 and retroactively applied.

WRC and certain other refineries also challenged the July 2023 denial by EPA of additional SRE petitions based on the new standard, including WRC’s 2022 SRE petition.

The Fifth Circuit also granted WRC a stay of enforcement for the 2022 compliance period and held the case in abeyance pending resolution of lawsuits in the Fifth Circuit, the United States Courts of Appeals for the Eleventh Circuit and the United States Courts of Appeals for the District of Columbia Circuit (the “DC Circuit”) relating to the 2022 Denials (collectively, the “2022 Denials Case”).

In November 2023, the Fifth Circuit issued an opinion in WRC’s lawsuit relating to the 2022 Denials 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.

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 until resolution of the 2022 Denials Cases, its stays relating to the preceding compliance periods expired in January 2024.

The Company’s other challenges against the EPA relating to the RFS remain pending, including:

• WRC’s challenges to the EPA’s Final Rules issued in June 2022 and June 2023 establishing the 2020-2022 RVOs and 2023-2025 RVOs, respectively;

• WRC’s lawsuit against the EPA currently pending in the DC Circuit related to damages WRC incurred as a result of the EPA’s late grant of its 2018 SRE, which SRE was denied by the EPA in April 2022, which denial was vacated by the Fifth Circuit in November 2023 as noted above.

The Company cannot yet determine at this time the outcomes of these matters.

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

Clean Air Act Matter - CRRM and certain of its affiliates settled claims brought in the United States District Court for the District of Kansas (“D.

Kan”) by the United States, on behalf of the EPA, and the State of Kansas, on behalf of the Kansas Department of Health and Environment (“KDHE”) seeking both statutory and stipulated penalties primarily relating to the Coffeyville Refinery’s flares, heaters, and related matters.

The terms of the settlement are set forth in a Consent Decree (“CD”) that was entered by the D.

Kan on January 10, 2024.

The EPA and KDHE sought stipulated penalties under a 2012 Consent Decree (the “Stipulated Claims”), which amount CRRM previously deposited into a commercial escrow account which were legally restricted for use and included in Prepaid expenses and other current assets on our Consolidated Balance Sheets as of December 31, 2023;

those escrowed funds were released in February 2024 and the settlement was paid.

The settlement did not and is not expected in the future to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Environmental Accruals - As of December 31, 2023 and 2022, environmental accruals which also include estimated costs for future remediation efforts at certain Petroleum Segment sites, totaled approximately $ 19 million and $ 22 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes operating results and capital expenditures information by segment:

The following tables summarize operating results and capital expenditures information by segment:

Year Ended December 31, 2023

(in millions) 2022 2021 2020

Petroleum $ 9,919 $ 6,721 $ 3,586

Nitrogen Fertilizer 836 533 350

Other, including intersegment eliminations (1)

141 ( 12 ) ( 6 )

Total net sales $ 10,896 $ 7,242 $ 3,930

(in millions) Petroleum Segment Nitrogen Fertilizer Segment Other / Eliminations Consolidated

Net sales $ 8,267 $ 681 $ 299 $ 9,247

Inter-segment fees and sales 20 — ( 20 ) —

Total sales 8,287 681 279 9,247

Operating income (loss) $ 982 $ 201 $ ( 60 ) $ 1,123

Petroleum $ 719 $ ( 27 ) $ ( 281 )

Nitrogen Fertilizer 320 134 ( 35 )

Other, including intersegment eliminations (1)

( 76 ) ( 20 ) ( 17 )

Total operating income (loss)

Interest income (expense) 75 ( 29 ) ( 98 ) ( 52 )

Other income, net 14

Income before income tax expense $ 1,085

Depreciation and amortization $ 189 $ 80 $ 29 $ 298

Capital expenditures (1)

108 29 60 197

Interest expense, net ( 85 ) ( 117 ) ( 130 )

Year Ended December 31, 2022

(in millions) Petroleum Segment Nitrogen Fertilizer Segment Other / Eliminations Consolidated

Net sales $ 9,902 $ 836 $ 158 $ 10,896

Inter-segment fees and sales 17 — ( 17 ) —

Total sales 9,919 836 141 10,896

Operating income (loss) $ 719 $ 320 $ ( 76 ) $ 963

Interest income (expense) 41 ( 34 ) ( 92 ) ( 85 )

Other expense, net ( 77 )

Income before income tax expense $ 801

Depreciation and amortization $ 187 $ 82 $ 19 $ 288

Capital expenditures (1)

Year Ended December 31, 2021

(in millions) Petroleum Segment Nitrogen Fertilizer Segment Other / Eliminations Consolidated

Net sales $ 6,710 $ 533 $ ( 1 ) $ 7,242

Inter-segment fees and sales 11 — ( 11 ) —

Total sales 6,721 533 ( 12 ) 7,242

Operating (loss) income $ ( 27 ) $ 134 $ ( 20 ) $ 87

Interest income (expense) 21 ( 61 ) ( 77 ) ( 117 )

Investment income on marketable securities 81

Other (expense) income, net ( 77 ) 15 7

Income (loss) before income tax expense $ 801 $ 66 $ ( 415 )

Other income, net 15

Income before income tax benefit $ 66

Depreciation and amortization $ 203 $ 73 $ 3 $ 279

Petroleum $ 187 $ 203 $ 202

Nitrogen Fertilizer 82 73 76

Total depreciation and amortization $ 288 $ 279 $ 278

Capital expenditures (1)

Petroleum $ 86 $ 50 $ 90

Nitrogen fertilizer 41 26 16

Total capital expenditures $ 203 $ 226 $ 121

50 26 150 226

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CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes total assets by segment:

2 unchanged sentences

Nitrogen Fertilizer 975 1,100

Other, including intersegment eliminations (1)

Other, including inter-segment eliminations (2)

754 ( 1,335 )

Total assets $ 4,707 $ 4,119

(1) Other includes amounts for the Wynnewood renewable diesel unit project.

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

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CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(16) Supplemental Cash Flow Information

Cash flows related to income taxes, interest, leases, capital expenditures and deferred financing costs included in accounts payable, and non-cash dividends were as follows:

Cash flows related to income taxes, interest, leases, capital expenditures and deferred financing costs included in accounts payable, and noncash dividends were as follows:

Year Ended December 31,

1 unchanged sentence

Supplemental disclosures:

Cash paid, net of refunds (received, net of payments) for income taxes $ 170 $ 72 $ ( 2 )

Cash paid for income taxes, net of refunds $ 93 $ 170 $ 72

Cash paid for interest 95 96 114

3 unchanged sentences

Financing cash flows from finance leases 6 6 6

Non-cash investing and financing activities:

Noncash investing and financing activities:

Change in capital expenditures included in accounts payable (1)

1 unchanged sentence

Change in deferred financing costs included in accounts payable — — 1

Non-cash dividends to CVR Energy stockholders — 251 —

Noncash dividends to CVR Energy stockholders — — 251

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

Cash, cash equivalents and restricted cash consisted of the following:

2 unchanged sentences

Cash and cash equivalents $ 581 $ 510

Reserved funds (1)

Restricted cash (2)

Cash, cash equivalents and restricted cash $ 517 $ 517

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

Cash, cash equivalents, reserved funds and restricted cash $ 1,186 $ 517

(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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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(17) Related Party Transactions

Activity associated with the Company’s related party arrangements for the years ended December 31, 2023, 2022, and 2021 is summarized below:

Expenses from Related Parties

Related Party Activity

Year Ended December 31,

(in millions) 2023 2022 2021

Cost of materials and other:

Sales to related parties:

CVRP JV CO Contract (1)

Purchases from related parties:

Enable Joint Venture Transportation Agreement 12 10 11

1 unchanged sentence

Dividends (3)

(1) Represents reimbursements for crude oil transportation services incurred on the Midway JV through Vitol as the intermediary purchasing agent.

(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.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Enable Joint Venture Transportation and Terminalling Services Agreements

1 unchanged sentence

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 20 years.

Corporate Master Service Agreement

On April 12, 2022, in connection with our Corporate Master Service Agreement effective January 1, 2020, by and among our wholly-owned subsidiary, CVR Services, and certain other of our subsidiaries, including but not limited to CVR Partners and its subsidiaries, pursuant to which CVR Services provides the service recipients thereunder with management and other professional services (the “Corporate MSA”), the Joining Subsidiaries were joined as service recipients under the Corporate MSA.

Dividends to CVR Energy Stockholders

Dividends, if any, including the payment, amount and timing thereof, are determined in the discretion of CVR Energy’s board of directors (the “Board”).

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 table presents quarterly dividends, excluding any special dividends, paid to the Company’s stockholders, including IEP, during 2022 (amounts presented in table below may not add to totals presented due to rounding).

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

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

6 unchanged sentences

$ 2.00 $ 61 $ 140 $ 201

No quarterly dividends were 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.

During the year ended December 31, 2020, the Company paid quarterly dividends totaling $ 1.20 per common share, or $ 121 million.

Of these dividends, IEP received $ 85 million due to its ownership interest in the Company’s shares.

On August 1, 2022 and October 31, 2022, the Company also declared special dividends of $ 2.60 and $ 1.00 per share, or $ 261 million and $ 101 million, respectively, which were paid on August 22, 2022 and November 21, 2022, respectively.

Of these amounts, IEP received $ 185 million and $ 71 million, respectively, due to its ownership interest in the Company’s shares.

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CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 held by the Company (the “Stock Distribution”).

4 unchanged sentences

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

December 31, 2023 | 111

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Distributions to CVR Partners ’ Unitholders

Distributions, if any, including the payment, amount and timing thereof, are subject to change at the discretion of the UAN GP Board.

The following tables present quarterly distributions paid by CVR Partners to its unitholders, including amounts received by the Company, during December 31, 2022 and 2021 (amounts presented in tables below may not add to totals presented due to rounding):

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

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2022 - 4th Quarter

9 unchanged sentences

Quarterly Distributions Paid (in millions)

Related Period Date Paid Quarterly Distributions Per

Common Unit Public Unitholders CVR Energy Total

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

4 unchanged sentences

$ 19.32 $ 129 $ 75 $ 205

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

During the year ended December 31, 2020, there were no quarterly distributions declared or paid by CVR Partners.

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.

(15) Subsequent Events

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 LLC, an unaffiliated Texas limited liability company, 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 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.

Effective February 1, 2023, in connection with our growing focus on decarbonization, we completed a transformation and restructuring of our business to segregate our renewables business.

The restructuring took place in several phases, and included the formation of new, wholly-owned subsidiaries (“NewCos”) of CVR Energy, and transferred certain assets to these NewCos

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CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to, among other purposes, better align our organizational structure with management, financial reporting, and our goal to maximize our renewables focus.

The Company evaluated all other subsequent events, if any, that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements.

Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred.

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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data