What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-21 · 394 added, 392 removed, 873 unchanged (47% of the section changed)

73 unchanged sentences

Inventories (including $ 76 and $ 69 , respectively, of VIE)

Prepaid expenses and other current assets (including $ 10 and $ 11 , respectively, of VIE)

Prepaid expenses (including $ 1 and $ 8 , respectively, of VIE)

Other current assets (including $ 1 and $ 1 , respectively, of VIE)

Total current assets 1,824 2,179

4 unchanged sentences

Current liabilities:

Current portion of long-term debt and finance lease obligations

Current portion of long-term debt and finance lease obligations (including $ 1 and $ 0 , respectively, of VIE)

Accounts payable (including $ 37 and $ 39 , respectively, of VIE)

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Interest expense, net ( 77 ) ( 52 ) ( 85 )

Investment income on marketable securities — — 81

Other income (expense), net 38 14 ( 77 )

Income before income tax expense 19 1,085 801

Income tax expense (benefit) 207 157 ( 8 )

Income tax (benefit) expense ( 26 ) 207 157

Net income 45 878 644

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(in millions, except share data) Shares

$ 0.01 Par Value

$ 0.01 Par Value Common Stock

Deficit Treasury

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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

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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

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CVR ENERGY, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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( 50 ) 67 ( 17 )

Gain on marketable securities — — ( 81 )

Loss on asset disposals 2 11 3

Loss on extinguishment of debt — 1 8

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

(Gain) loss on sale of investments and asset disposals ( 24 ) 2 11

Unrealized loss (gain) on derivatives, net 22 ( 32 ) 5

Share-based compensation 15 34 71

Income from equity method investments ( 13 ) ( 12 ) ( 10 )

Return from equity method investment earnings 13 12 10

Other items 7 2 2

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Turnaround expenditures ( 53 ) ( 57 ) ( 83 )

Proceeds from sale of assets 1 — 7

Insurance proceeds related to asset damages 10 — —

Proceeds from sale of investments and assets 92 1 —

Return of equity method investment 9 22 3

Acquisition of pipeline assets — — ( 20 )

Investment in marketable securities — — 3

Net cash used in investing activities ( 121 ) ( 239 ) ( 271 )

Cash flows from financing activities:

Proceeds from issuance of senior secured notes 600 — 550

Proceeds from issuance of long-term debt 325 600 —

Principal payments on senior secured notes ( 600 ) — ( 65 )

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Net cash used in financing activities ( 482 ) ( 40 ) ( 696 )

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

Net (decrease) increase in cash, cash equivalents, reserved funds and restricted cash ( 199 ) 669 —

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

Cash, cash equivalents, reserved funds and restricted cash, end of period $ 987 $ 1,186 $ 517

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CVR Energy, Inc.

(“CVR Energy”, “CVR” , “we” , “us” , “our” , or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”).

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

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

We also produce and market renewable diesel.

(“CVR Energy”, “CVR” , “we” , “us” , “our” , or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”), the renewable fuels industry (the “Renewables Segment”), and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”).

The Petroleum Segment refines and markets high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates, as well as activities related to crude gathering and logistics that support the refinery operations.

The Renewables Segment refines renewable feedstocks, such as soybean oil, corn oil, and other renewable feedstocks, into renewable diesel and markets renewables products.

CVR Partners produces and markets nitrogen fertilizer products primarily in the form of ammonia and urea ammonium nitrate (“UAN”), for the farming industry.

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 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.

As of December 31, 2024, Icahn Enterprises L.P.

and its affiliates, including Mr.

Icahn (“IEP”), owned approximately 66 % of the Company’s outstanding common stock.

On January 8, 2025, IEP acquired an additional 1 % ownership, or 878,212 additional shares of CVR Energy’s outstanding common stock at a price of $ 18.25 per share.

CVR Partners, LP

Interest Holders - As of December 31, 2023, public common unitholders held approximately 63 % of CVR Partners’ outstanding common units and CVR Services, LLC (“CVR Services”), a wholly-owned subsidiary of CVR Energy, held the remaining approximately 37 % of CVR Partners’ outstanding common units.

In addition, CVR Services held 100 % of the interest in CVR Partners’ general partner, CVR GP, LLC (“CVR GP”), which held a non-economic general partner interest in CVR Partners as of December 31, 2023.

Interest Holders - As of December 31, 2024, public common unitholders held approximately 61 % of CVR Partners’ outstanding common units;

CVR Energy, through its subsidiaries, held approximately 37 % of CVR Partners’ outstanding common units and held 100 % of CVR Partners’ general partner interests, while IEP held the remaining approximately 2 % of CVR Partners’ outstanding common units.

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 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, modified, or terminated by the UAN GP Board at any time.

Unit Repurchase Program - On May 6, 2020, CVR Partners announced that the board of directors of CVR Partners’ general partner (the “UAN GP Board”), on behalf of CVR Partners, authorized a unit repurchase program, which was increased on February 22, 2021 (the “Unit Repurchase Program”).

The Unit Repurchase Program authorized CVR Partners to repurchase up to $ 20 million of CVR Partners’ common units.

On February 20, 2024, the UAN GP Board, on behalf of CVR Partners, terminated the nominal authority remaining under the Unit Repurchase Program.

From authorization through March 2022, CVR Partners repurchased, on a split-adjusted basis, 759,250 common units 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 $ 20 million exclusive of transaction costs, or an average price of $ 26.33 per common unit.

Prior to the termination of the Unit Repurchase Program in 2024 and for the year ended December 31, 2023, CVR Partners did not repurchase any common units.

Subsequent Events

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Principles of Consolidation

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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 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.

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Reclassifications

Certain immaterial reclassifications have been made within the consolidated financial statements for prior periods to conform with current presentation.

Effective with this Annual Report on Form 10-K for the year ended December 31, 2024 (this “Report”) and due to the prominence of the renewables business relative to the Company’s overall 2024 performance, the Company has revised its reportable segments to reflect a new reportable segment – Renewables.

The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the refinery located in Wynnewood, Oklahoma (the “Wynnewood Refinery”).

Results of the Renewables Segment were not previously included within our reportable segments, rather included within “Other”.

Prior period segment information has been retrospectively adjusted to reflect the current segment presentation.

Refer to Note 15 (“Business Segments”) for segment disclosures.

In addition, certain other immaterial reclassifications have been made within the consolidated financial statements for prior periods to conform with current presentation.

Use of Estimates

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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

3 unchanged sentences

The largest concentration of credit for any one customer was approximately 10 % and 11 % of the Accounts receivable, net balance at December 31, 2024 and 2023, respectively.

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.

The Company had no bad debt expense for the years ended December 31, 2024, 2023, and 2022.

Inventories consist primarily of domestic and foreign crude oil, blending stock and components, work-in-progress, and refined fuels and by-products for the Petroleum Segment, soybean and corn oil, blending stock and components, work-in-progress, and renewable diesel for the Renewables Segment, and fertilizer products and raw materials (primarily pet coke) for the Nitrogen Fertilizer Segment.

All of these components are valued at the lower of GAAP First-In, First-Out (“FIFO”) cost or net realizable value.

For each segment, we compare the estimated realizable value of inventories to their cost by product at each of our facilities.

For our Petroleum and Renewables Segments, to determine the net realizable value of our inventories, we assume that crude oil and other feedstocks are converted into refined products, which requires us to make estimates regarding the refined products expected to be produced from those feedstocks and the costs required to convert those feedstocks into refined products.

We also estimate the usual and customary transportation costs required to move the inventory from our facilities to the appropriate points of sale, if material.

We then apply an estimated selling price to our inventories based primarily on actual prices observed

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

subsequent to the end of the reporting period with any remaining volumes’ selling price estimated using indicative market pricing available as of the time the estimate is made.

For our Nitrogen Fertilizer Segment, depending on inventory levels, the per-ton realizable value of our fertilizer products is estimated using pricing on in-transit orders, pricing for open, fixed-price orders that have not shipped, and, if volumes remain unaccounted for, current management pricing estimates for fertilizer products.

Management’s estimate for current pricing reflects up-to-date pricing in the market as of the end of each reporting period.

Reductions to selling prices for unreimbursed freight costs are included to arrive at net realizable value, as applicable.

Certain inventories in the Petroleum, Renewables 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.

Property, Plant and Equipment, net

Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost.

Expenditures for improvements that increase economic benefit or returns and/or extend useful life are capitalized.

Expenditures for improvements that increase economic benefit or returns and/or extend useful life are capitalized, while 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.

Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of depreciable assets.

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Other 5 to 30

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.

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

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 in Other long-term assets on our Consolidated Balance Sheets.

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, as adjustments to the investment balance in Other long-term assets on our Consolidated Balance Sheets.

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.

Operating leases are included as operating lease 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 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.

The Company recognizes 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 and Interest expense, net.

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.

The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise, in which case the depreciation policy in the “Property, Plant and Equipment, net” section above is applicable.

The periodic lease payments are treated as payments of the lease obligation and interest is recorded as interest expense.

A lease modification is assessed to conclude whether it is a separate new contract or a modified contract.

If it is a modified contract, the Company reconsiders the lease classification and remeasures the lease.

Deferred Financing Costs

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 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.

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net” section above is applicable.

The periodic lease payments are treated as payments of the lease obligation and interest is recorded as interest expense.

A lease modification is assessed to conclude whether it is a separate new contract or a modified contract.

If it is a modified contract, the Company reconsiders the lease classification and remeasures the lease.

Deferred Financing Costs

Lender and other third-party costs associated with debt issuances are deferred and amortized to interest expense and other financing costs using the effective-interest method over the term of the debt and, depending on maturity, are included within Current portion of long-term debt and finance lease obligations and Long-term debt and finance lease obligations, net of current portion.

Deferred financing costs related to line-of-credit arrangements are amortized using the straight-line method through the maturity date of the facility and, depending on maturity, are included within Other current assets and Other long-term assets.

Impairment of Long-Lived Assets

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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.

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

Accrued amounts are reflected in Other current liabilities or Other long-term liabilities depending on when the Company expects to expend such amounts and are adjusted as additional information becomes available or upon a change in circumstance, as applicable.

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

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Accrued 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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Revenue Recognition

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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.

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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.

9 unchanged sentences

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.

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.

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

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.

Fair Value of Financial Instruments

1 unchanged sentence

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

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Turnaround Expenses

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

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

6 unchanged sentences

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.

During the years ended December 31, 2024, 2023, and 2022, the Nitrogen Fertilizer Segment incurred turnaround expenses of less than $ 1 million, $ 2 million, and $ 33 million, respectively.

Share-Based Compensation

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

The Company recognizes forfeitures as they occur.

Any previously recognized compensation expense is reversed in the period of forfeiture, and the corresponding liability is extinguished.

There were no dilutive awards outstanding during the years ended December 31, 2024, 2023, and 2022.

6 unchanged sentences

Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

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

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

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

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

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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.

Recent Accounting Pronouncements - Adoption of Segment Reporting Standard

In November 2023, FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which includes requirements for more robust disclosures of significant segment expenses and information used in assessing segment performance on an annual and interim basis.

The guidance also requires that a public entity that has a single reportable segment provide all the disclosures required by the guidance and all existing segment disclosures under the FASB Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting .

This standard is effective for the Company’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 and should be applied retrospectively to all comparative periods.

Effective with this Report, the Company adopted this ASU.

Refer to Note 15 (“Business Segments”) for the required segment disclosures.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In December 2023, FASB issued 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’ annual reporting period beginning January 1, 2025 with early adoption permitted.

While the Company does not expect adoption will have a material impact on its consolidated financial statements, it currently expects additional disclosures will be included for its annual reporting period beginning January 1, 2025 and interim reporting periods beginning January 1, 2026.

The Company does not intend to early adopt this ASU.

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disclosure of specific information about costs and expenses within relevant expense captions on the face of the income statement, qualitative descriptions for expense captions not specifically disaggregated quantitatively, and the total amount and definition of selling expenses for interim and annual reporting periods.

This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028 and should be applied retrospectively to all comparative periods.

Early adoption is permitted.

The Company is currently evaluating the effects of adopting this new accounting guidance.

(3) Inventory

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Total inventories $ 502 $ 604

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.

At December 31, 2024 and December 31, 2023, the Renewables Segment 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 losses of $ 5 million and $ 4 million in Cost of materials and other in the Company’s Consolidated Statements of Operations for the years ended December 31, 2024 and 2023, respectively, to reflect the net realizable value of such inventories.

No adjustment was necessary for the year ended December 31, 2022.

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(4) Property, Plant and Equipment

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Total property, plant and equipment, net $ 2,176 $ 2,221

Expenditures for routine maintenance and repair costs are expensed when incurred and are reported in Direct operating expenses (exclusive of depreciation and amortization) in the Company’s Consolidated Statements of Operations.

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

For the years ended December 31, 2024, 2023, and 2022, depreciation and amortization expenses related to property, plant, and equipment were $ 238 million, $ 221 million, and $ 221 million, respectively, and capitalized interest was $ 7 million, $ 8 million, and $ 5 million, respectively.

During the years ended December 31, 2024, 2023, and 2022, 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

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

We have variable interest in certain entities for which we have applied the VIE model under FASB ASC Topic 810, Consolidation and determined that these entities are variable interest entities.

While we concluded we are not the primary beneficiary of these entities, we do have significant influence over their operating and financial policies and, therefore, applied the equity method of accounting for the respective investments.

These investments are presented within Other long-term assets on our condensed consolidating financial statements:

• CVR-CapturePoint Parent LLC (“CVRP JV”) - As part of a series of agreements entered into by our subsidiaries with unaffiliated parties with the objective to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”), we received a 50 % interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer.

The Company has elected to record its share of the earnings or loss of CVRP JV one quarter in arrears.

• 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 Energy Transfer LP.

The Company has elected to record its share of the earnings or loss of Enable JV one month in arrears.

• Midway Pipeline, LLC (“Midway JV”) - On December 23, 2024, a subsidiary of the Company sold the 50 % limited liability company interest in Midway JV (the “Membership Interests”) to Plains Pipeline, L.P.

(“Plains”), pursuant to an Assignment and Assumption of Units, in exchange for cash consideration of approximately $ 90 million, resulting in a gain of $ 24 million included within Other income (expense), net.

Midway Pipeline LLC 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 “Midway Pipeline”).

Prior to divesting its Membership Interests, the Company elected to record its share of the earnings or loss of Midway JV one month in arrears.

December 31, 2024 | 101

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

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

(in millions) CVRP JV Enable JV Midway JV Total

Balance at December 31, 2022 $ — $ 5 $ 71 $ 76

CVRP JV inception 46 — — 46

Cash distributions ( 21 ) ( 4 ) ( 9 ) ( 34 )

Equity income — 3 7 10

Equity (loss) income — 4 8 12

Balance at December 31, 2023 25 5 70 100

CVRP JV inception 46 — — 46

Cash distributions (1)

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Equity income — 4 9 13

Midway JV disposition — — ( 66 ) ( 66 )

Balance at December 31, 2024 $ 19 $ 5 $ — $ 24

(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.

(1) Includes a $ 2 million distribution to CVR Partners subsidiaries related to CVRP JV exceeding certain carbon oxide capture and sequestration milestones during 2023 .

Lease Overview

5 unchanged sentences

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

December 31, 2023 | 89

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On December 23, 2024, in connection with the sale of our Membership Interests, a subsidiary of the Company entered into a pipeline transportation agreement, which we classify as an operating lease agreement, with Plains whereby the Company is required to transport all of the crude oil for the Coffeyville Refinery through the Midway Pipeline, except for certain gathered barrels.

The consideration for this lease is 100 % variable based on performance and there is no minimum volume commitment.

Balance Sheet Summary as of December 31, 2024 and 2023

3 unchanged sentences

ROU assets, net

Equipment, real estate and other $ 33 $ 36 $ 29 $ 14

Pipeline and storage 25 14 12 17

Railcars 17 — 12 —

Real estate and other 29 14 13 15

Lease liability

Equipment, real estate and other $ 30 $ 33 $ 25 $ 16

Pipelines and storage 25 25 12 28

Railcars 16 — 12 —

Real estate and other 25 16 13 16

December 31, 2024 | 102

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease Expense Summary for the Year Ended December 31, 2024, 2023 and 2022

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, 2024, 2023, and 2022, we recognized lease expense comprised of the following components:

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Weighted-average discount rate 7.9 % 10.2 % 6.7 % 9.0 %

December 31, 2023 | 90

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities of Lease Liabilities

7 unchanged sentences

Total lease liability $ 71 $ 58

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

• On February 21, 2022, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”) entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”).

Under the Messer Agreement, among other obligations, Messer is obligated to supply oxygen and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for oxygen from Messer’s facility.

This arrangement for CRNF’s purchase of oxygen from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output, which includes oxygen, nitrogen, and compressed air, of Messer’s on-site production from its air separation unit over the life of the Messer Agreement.

The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Fertilizer Facility.

The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel.

Based on terms outlined in the Messer Agreement, the Company expects the lease of the Oxygen Storage Vessel to be classified as a finance lease with an estimated amount within the range of $ 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.

December 31, 2024 | 103

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(7) Other Current Liabilities

Other current liabilities were as follows:

Other current liabilities consisted of the following:

(in millions) 2024 2023

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Personnel accruals 54 51

Deferred revenue 51 16

Accrued taxes other than income taxes 45 47

Accrued interest 34 26

Accrued income taxes 25 —

Deferred revenue 16 48

Operating lease liabilities 16 14

Share-based compensation 8 13

Derivatives — 4

Accrued income taxes — 25

Other accrued expenses and liabilities 17 25

3 unchanged sentences

(in millions) 2024 2023

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

5.75 % Senior Notes, due February 2028

Unamortized debt issuance costs ( 4 ) ( 5 )

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Petroleum Segment:

Term Loan 322 —

Finance lease obligations, net of current portion 29 37

Total Petroleum Segment finance lease obligations, net of current portion

Unamortized debt discount and debt issuance costs ( 8 ) —

Total Petroleum Segment debt and finance lease obligations, net of current portion

Nitrogen Fertilizer Segment:

6.125 % Senior Secured Notes, due June 2028

Finance lease obligations, net of current portion 20 —

Unamortized debt issuance costs ( 2 ) ( 3 )

Total Nitrogen Fertilizer Segment debt

Total Nitrogen Fertilizer Segment debt and finance lease obligations, net of current portion

Total long-term debt and finance lease obligations, net of current portion 1,907 1,579

2 unchanged sentences

(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.

As such, the outstanding balance of the $ 600 million principal amount of the 2025 Notes was classified

December 31, 2024 | 104

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Credit Agreements

(in millions) Total Available Borrowing Capacity Amount Borrowed as of December 31, 2024 Outstanding Letters of Credit Available Capacity as of December 31, 2024 Maturity Date

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

Petroleum Segment:

CVR Energy’s Amended and Restated ABL Credit Agreement (“CVR Energy ABL”) (1)

$ 262 $ — $ 24 $ 238 June 30, 2027

Nitrogen Fertilizer Segment:

Asset Based (“CVR Partners ABL”) Credit Agreement

$ 39 $ — $ — $ 39 September 26, 2028

CVR Partners’ Credit Agreement (“CVR Partners ABL”) $ 39 $ — $ — $ 39 September 26, 2028

2029 Notes - On December 21, 2023, CVR Energy completed the issuance of $ 600 million in aggregate principal amount of 8.50 % Senior Notes, due 2029 (the “2029 Notes”).

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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.

These proceeds were reserved for the payment of the 2025 Notes, as defined below, 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.

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The 2028 Notes mature on February 15, 2028, unless earlier redeemed or repurchased by the issuers.

The Notes are jointly and severally guaranteed on a senior unsecured basis by the wholly-owned subsidiaries of CVR Energy with the exception of CVR Partners and its subsidiaries and certain immaterial wholly-owned subsidiaries of CVR Energy.

The Notes are jointly and severally guaranteed on a

December 31, 2024 | 105

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

2025 Notes 2028 Notes

12-month period beginning February 15, Percentage 12-month period beginning February 15, Percentage

2023 101.313 % 2023 102.875 %

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.

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 recognized 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.

We may on any one or more occasions, redeem all or part of the 2028 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 February 15, Percentage

2024 101.917 %

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and (x) designate our restricted subsidiaries as unrestricted subsidiaries.

In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least 25 % of the 2025 Notes and 2028 Notes to cause, amongst other available remedies, the acceleration of the respective notes.

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

On February 15, 2024, CVR Energy redeemed all of the outstanding 2025 Notes, at par, and settled accrued interest of approximately $ 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.

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 Notes to cause, amongst other available remedies, the acceleration of the respective notes.

Petroleum Segment

Term Loan - On December 19, 2024, certain of the Company’s subsidiaries (together, the “Term Loan Borrowers”) entered into a senior secured term loan facility in the amount of $ 325 million (the “Term Loan”), which was borrowed in full on the closing date, with net proceeds of $ 318 million after deducting the original issue discount, deferred financing costs, commitment and other fees.

At the option of the Term Loan Borrowers, loans under the Term Loan bear interest at a variable rate based on SOFR plus 4.00 % per annum, or an alternate base rate, plus 3.00 %.

The Term Loan Borrowers are required to make scheduled quarterly principal amortization payments in an amount equal to 0.25 % of the aggregate principal amount of the initial term loans, with a balance of the principal due on the scheduled maturity date of December 30, 2027.

The Term Loan contains customary prepayment requirements, covenants and events of default.

The obligations under the Term Loan are guaranteed by the Term Loan Borrowers’ direct and indirect, existing and future, wholly owned domestic subsidiaries.

The obligations under the Term Loan and the related guarantees are secured by a second priority lien on the collateral under the CVR Energy ABL, and a first priority lien over substantially all of the Term Loan Borrowers’ and each guarantor’s other assets, including all of the equity interests of any subsidiary held by the Term Loan Borrowers or any guarantor and certain real property owned by the Term Loan Borrowers and the guarantors in each case subject to certain customary exceptions.

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”).

3 unchanged sentences

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.

December 31, 2024 | 106

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the Credit Parties’ 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.

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

1 unchanged sentence

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.

On September 25, 2024, certain subsidiaries of the Company entered into an Incremental Commitment Agreement, as permitted under the CVR Energy ABL, for an amount of $ 70 million, which increased the total aggregate principal amount available under the CVR Energy ABL from $ 275 million to $ 345 million.

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”).

2028 UAN Notes - On June 23, 2021, CVR Partners and CVR Nitrogen Finance Corporation (“Finance Co.” and collectively, 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.

21 unchanged sentences

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,

The CVR Partners ABL

December 31, 2024 | 107

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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.

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

1 unchanged sentence

Covenant Compliance

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:

Year Ended December 31, 2023

(in millions) Petroleum Segment (1)

Nitrogen Fertilizer Segment Other / Eliminations Consolidated

Gasoline $ 4,289 $ — $ — $ 4,289

Distillates (2)

3,748 — 193 3,941

Ammonia — 161 — 161

UAN — 431 — 431

Urea products — 29 — 29

Freight revenue (3)

Other products (4)

164 18 86 268

Revenue from product sales 8,220 681 279 9,180

Crude oil sales 66 — — 66

Other revenue

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

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

December 31, 2024 | 108

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables provides a disaggregation of revenues from external customers for our principal products by reportable segment.

Year Ended December 31,

(in millions) Petroleum Segment (1)

Nitrogen Fertilizer Segment Other / Eliminations Consolidated

(in millions) 2024 2023 2022

Petroleum Segment:

Gasoline $ 3,596 $ 4,288 $ 4,830

1 unchanged sentence

2,934 3,746 4,788

Ammonia — 200 — 200

UAN — 557 — 557

Urea products — 33 — 33

Freight revenue (3)

Other products (4)

244 11 30 285

Revenue from product sales 9,880 836 141 10,857

Crude oil sales 37 — — 37

Other revenue 379 233 284

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

Year Ended December 31, 2021

(in millions) Petroleum Segment (1)

Nitrogen Fertilizer Segment Other / Eliminations Consolidated

Gasoline $ 3,679 $ — $ — $ 3,679

Distillates (2)

Total Petroleum Segment revenue

6,909 8,267 9,902

Renewables Segment:

Renewable diesel 103 194 111

Renewable fuel credits 74 105 47

Total Renewables Segment revenue

Nitrogen Fertilizer Segment:

Ammonia 130 161 200

1 unchanged sentence

Urea products 30 29 33

Freight revenue (3)

Other products (4)

163 11 ( 12 ) 162

Revenue from product sales 6,672 533 ( 12 ) 7,193

Crude oil sales 47 — — 47

Other revenue (2)

Total Nitrogen Fertilizer Segment revenue

Total revenue $ 7,610 $ 9,247 $ 10,896

(1) The Petroleum Segment may incur broker commissions or transportation costs prior to the transfer on certain sales.

The broker costs are expensed since the contract durations are less than one year.

Transportation costs are accounted for as fulfillment costs and are expensed as incurred.

(2) Distillates consist primarily of diesel fuel, kerosene, jet fuel and renewable fuels activity.

(3) Freight revenue recognized by the Petroleum Segment is primarily tariff and line loss charges rebilled to customers to reimburse the Petroleum Segment for expenses incurred from a pipeline operator.

Freight revenue recognized by the Nitrogen Fertilizer Segment represents the pass-through finished goods delivery costs incurred prior to customer acceptance and are reimbursed by customers.

An offsetting expense for freight is included in Cost of materials and other.

(4) Other products for the Petroleum Segment consists primarily of (i) feedstock, heavy oils, and liquified petroleum gas sales, (ii) sulfur credits, and (iii) pipeline and processing fees.

For the Nitrogen Fertilizer Segment, other products consists of sales of (i) nitric acid and (ii) carbon oxide, including sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term through April 2030.

(1) Distillates consist primarily of diesel fuel, kerosene, and jet fuel.

(2) Includes 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.

December 31, 2023 | 97

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Remaining Performance Obligations

1 unchanged sentence

We do not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.

As of December 31, 2023, these contracts have a remaining duration of less than three years .

As of December 31, 2024, these contracts have a remaining duration of one year .

As of December 31, 2024, the Nitrogen Fertilizer Segment had approximately $ 8 million of remaining performance obligations for contracts with an original expected duration of more than one year.

1 unchanged sentence

Contract Balances

A summary of the Nitrogen Fertilizer Segment’s deferred revenue activity during the year ended December 31, 2023 is presented below:

(in millions)

Balance at December 31, 2022 $ 48

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 )

Total deferred revenue at December 31, 2023

Current portion of deferred revenue

Total long-term deferred revenue $ 33

A summary of the Nitrogen Fertilizer Segment’s deferred revenue activity during the year ended December 31, 2024 is presented below (in millions) :

Contract Balance Type Balance Sheet Location December 31, 2024 December 31, 2023

Deferred revenue Other current liabilities $ 51 $ 16

Long-term deferred revenue Other long-term liabilities 27 33

During the years ended December 31, 2024 and 2023, the Company recognized revenue of $ 16 million and $ 46 million, respectively, that was included in the deferred revenue balances as of December 31, 2023 and December 31, 2022, respectively.

December 31, 2024 | 109

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Major Customers

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

Petroleum Segment - The Petroleum Segment had one customer that accounted for 10% or more of the petroleum net sales at approximately 13 % for the year ended December 31, 2024 and 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.

Renewables Segment - The Renewables Segment has two customers that each account for approximately 50 % of the renewable net sales for the years ended December 31, 2024, 2023 and 2022.

Nitrogen Fertilizer Segment - The Nitrogen Fertilizer Segment had one customer that accounted for 10% or more of the nitrogen fertilizer net sales at approximately 14 % for the year ended December 31, 2024 and 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.

(10) Derivative Financial Instruments

Derivative Financial Instruments

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

1 unchanged sentence

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.

December 31, 2023 | 98

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of December 31, 2024 and 2023:

2 unchanged sentences

Swaps NYMEX Diesel Cracks (1)

( 63 ) ( 6,780 )

Swaps NYMEX RBOB Cracks — ( 1,275 )

Swaps NYMEX 2-1-1 Cracks — ( 3,030 )

Futures Crude — ( 150 )

Futures ULSD ( 80 ) —

Futures Soybean 79 —

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.

(1) As of December 31, 2024, the Company held offsetting NYMEX Diesel Crack commodity buy and sell positions of approximately 2.5 million barrels.

The following outlines the balances of our commodity derivative instruments after the effects of contract netting and allocation of collateral and their classifications on our 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

Prepaid expenses and other current assets

Other current assets

$ 4 $ — $ 24 $ —

Other long-term assets

Other current liabilities

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

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There were no derivative liabilities with credit risk-related contingent provisions as of December 31, 2024 and 2023, and no collateral has been posted.

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

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

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

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AND SUBSIDIARIES

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• 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.

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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.

The Company elected to offset the fair value amounts recognized for derivative assets and liabilities

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2024

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

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(1) At December 31, 2024 and 2023, the Company had $ 3 million and $ 13 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.

The Company’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.

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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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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There are no other assets or liabilities that were measured at fair value on a nonrecurring basis as of December 31, 2024 and 2023.

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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.

Cash and cash equivalents and reserved funds had carrying and fair values of $ 987 million and $ 1.2 billion at December 31, 2024 and 2023, respectively, and are classified as Level 1 in the fair value hierarchy.

Long-term debt of $ 1.9 billion and $ 2.1 billion at December 31, 2024 and 2023, respectively, had estimated fair values of $ 1.5 billion and $ 2.1 billion, respectively, and are classified as Level 2 in the fair value hierarchy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

CVR Energy and CVR Partners have Long-Term Incentive Plans (collectively, the “LTIPs”) that permit the granting of options, stock and unit appreciation rights, restricted shares, restricted stock units, phantom units, unit awards, substitute awards, other unit-based awards, cash awards, dividend and distribution equivalent rights, share awards, and performance awards (including performance share units, performance units, and performance-based restricted stock).

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

CVR Energy has a Long-Term Incentive Plan (the “CVR Energy LTIP”) that permits the granting of restricted stock, restricted stock units, options, stock appreciation rights, dividend equivalent rights, performance awards, and share awards to the employees, officers, and directors of the Company and its subsidiaries.

The Company had 5.6 million shares available for future grants under the CVR Energy LTIP at December 31, 2024.

CVR Partners had a Long-Term Incentive Plan (“CVR Partners LTIP”) which permitted the granting of options, unit appreciation rights, distribution equivalent rights;

restricted and phantom units, and other unit-based unit-based awards to the employees, officers, consultants and directors of CVR Partners and its subsidiaries, which expired by its terms in 2021.

However, CVR Partners may grant long-term cash awards in connection with (and not under) the CVR Partners LTIP to directors, officers, employees, employee candidates, consultants, or advisors of CVR Partners, its subsidiaries, or its parent.

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 of shares or units 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, subject to the terms of the applicable award agreement.

The Company has issued long-term incentive unit awards under the CVR Energy LTIP, which represent the right to receive, upon vesting, at the Compensation Committee’s election (i) one share of CVR Energy common stock together with the per share value of all dividends declared and paid on CVR Energy common stock, from the grant date through the vesting date, or (ii) a cash payment equal to the average fair market value of one share of CVR Energy common stock calculated in accordance with the award agreement, plus the per share value of all dividends declared and paid on CVR Energy common stock from the grant date through the vesting date, both subject to the terms of the applicable award agreement (“CVI LTIP Awards”).

The Company and CVR Partners have also issued long-term, cash incentive or phantom unit awards in connection with (but not under) the CVR Energy LTIP and CVR Partners LTIP, as applicable (collectively, the “Cash Share-Based Awards” and together with the CVI LTIP Awards, “Share-Based Awards”).

These Cash Share-Based Awards represent the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one share of CVR Energy common stock or CVR Partners common units, as applicable, calculated in accordance with the award agreement, plus (ii) the per share value of all dividends or distributions declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, subject to the terms of the applicable award agreement.

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.

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Non-vested at December 31, 2023 1,438,905 $ 30.67 $ 47

Granted 776,684 33.12

1,288,232 22.61

Vested ( 685,779 ) 28.05

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Non-vested at December 31, 2024 1,947,270 $ 26.25 $ 43

(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.

(1) Includes all units outstanding under Share-Based Awards.

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(2) Includes 1,218,813 units granted under the CVR Energy LTIP with a weighted-average grant-date fair value of $ 19.88 .

The remainder of the outstanding and unvested units, as well as the vested and forfeited awards, were issued as Cash Share-Based Awards in connection with (and not under) the CVR Energy LTIP and CVR Partners LTIP.

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”).

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.

A performance award agreement effective November 1, 2017, as amended (the “CEO Performance Award”), represents our Chief Executive Officer’s right to receive upon vesting, a cash payment equal to $ 10 million if the average closing price of CVR Energy’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 (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations, and the like).

The Performance Cycle (as such term is defined in the CEO Performance Award) ended on December 31, 2024, and the measurement period thereunder will expire on February 20, 2025, after which the CEO Performance Award will no longer be in effect.

At this time, it is not probable that the condition under the CEO Performance Award will be achieved or that any amounts will be paid thereunder.

Under the CEO Performance Award, as of December 31, 2024 and 2023, the Company had no outstanding liability.

Compensation Expense

A summary of total share-based compensation expense and unrecognized compensation expense related to the Share-Based Awards and the Company’s performance awards during the years ended December 31, 2023, 2022, and 2021 is presented below:

A summary of total share-based compensation expense and unrecognized compensation expense related to the Share-Based Awards and the CEO Performance Award during the years ended December 31, 2024, 2023, and 2022 is presented below:

Expenses Unrecognized Expense

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Incentive Units (1)

$ 10 $ 28 $ 45 $ 30 1.8

CVR Partners - Phantom Units (2)

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CEO Performance Award (3)

— — ( 3 ) 10 1.0

Total share-based compensation expense $ 15 $ 34 $ 71 $ 46

(1) Includes expense associated with incentive units granted as Cash Share-Based Awards and CVI LTIP Awards by CVR Energy.

(2) Comprised of expense associated with the phantom units granted as Cash Share-Based Awards by CVR Partners.

(3) All expenses, recognized and unrecognized, related to the CEO Performance Award are contingent upon whether the performance parameters are probable of being met.

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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 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, 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.

The Company had contributions under the Plans of $ 13 million, $ 12 million, and $ 11 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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Income Tax Expense (Benefit)

Income tax expense (benefit) is comprised of the following:

(13) Income Taxes

As of December 31, 2024 and 2023, the Company’s Consolidated Balance Sheets reflected a receivable of $ 11 million and a payable of $ 25 million, respectively, from the IRS and certain state jurisdictions.

Income Tax (Benefit) Expense

Income tax (benefit) expense is comprised of the following:

Year Ended December 31,

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Total deferred ( 49 ) 80 ( 13 )

Total income tax expense (benefit)

Total income tax (benefit) expense

$ ( 26 ) $ 207 $ 157

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:

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

Year Ended December 31,

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State tax incentives, net of federal tax expense ( 9 ) ( 11 ) ( 6 )

Executive compensation 1 4 2

Noncontrolling interest ( 8 ) ( 23 ) ( 38 )

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Other, net — 1 10

Total income tax expense (benefit)

Total income tax (benefit) expense

$ ( 26 ) $ 207 $ 157

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State tax credit carryforward, net 17 12

Interest expense 2 —

Total gross deferred income tax assets 100 96

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Investment in CVR Partners ( 55 ) ( 60 )

Investment in CVR Refining — ( 202 )

Investment in Joint Ventures ( 1 ) ( 15 )

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Net deferred income tax liabilities $ ( 277 ) $ ( 327 )

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, 2024 and 2023.

As of December 31, 2024, CVR Energy has state tax credits of approximately $ 22 million, which are available to reduce future state income taxes.

These credits have an indefinite carryover period.

These credits, if not used, will begin expiring in 2040.

Uncertain Tax Positions

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Additionally, the Company reasonably believes that no unrecognized tax positions related to state income tax credits will be recognized by the end of 2025 as a result of the expiration of statute of limitations.

No unrecognized tax benefits were netted with Deferred income tax asset

No unrecognized tax benefits were netted with Deferred income tax asset carryforwards as of December 31, 2024 and 2023.

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

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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.

CVR Energy recognized no interest benefit and no liability for interest as of December 31, 2024, $ 3 million interest benefit and no liability for interest as of December 31, 2023, and $ 1 million interest expense and $ 3 million liability for interest as of December 31, 2022.

No penalties were recognized during 2024, 2023, or 2022.

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Unconditional Purchase Obligations

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

The minimum required payments for unconditional purchase obligations, as defined in ASC 440, Commitments , primarily related to transportation agreements are as follows:

(in millions) Unconditional

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Crude Oil Supply Agreement

The Petroleum Segment had a crude oil supply agreement with Vitol Inc.

(“Vitol”) until December 31, 2023, pursuant to which Vitol supplied the Petroleum Segment with certain crude oil and intermediation logistics helping to reduce the amount of inventory held at certain locations and mitigate crude oil pricing risk.

Volumes contracted under this agreement, as a percentage of the total crude oil purchases (in barrels), were approximately 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.

The Petroleum Segment has a crude oil supply agreement with Gunvor USA LLC (“Gunvor”), which commenced on January 1, 2024 (as amended, the “Gunvor Crude Oil Supply Agreement”), pursuant to which Gunvor supplies the Petroleum Segment with certain crude oil and intermediation logistics helping to reduce the amount of inventory held at certain locations and mitigate crude oil pricing risk.

The Gunvor Crude Oil Supply Agreement replaced a similar agreement with a different supplier that expired on December 31, 2023.

Volumes contracted under these agreements, as a percentage of the total crude oil purchases (in barrels), were approximately 21 %, 26 %, and 34 % for the years ended December 31, 2024, 2023, and 2022, respectively.

The Gunvor Crude Oil Supply Agreement, which currently extends through January 31, 2026, is subject to automatic one-year renewals following the expiration of the initial term in the absence of either party providing 180 days’ notice of termination.

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 of their 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.

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45Q Transaction

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.

Call Option Coverage Cases - The Company and certain of its affiliates (the “Call Defendants”) are engaged in two lawsuits relating to 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 amount recognized within Other (expense) income, net in the Consolidated Statements of Operations for the year ended December 31, 2022.

In the Texas declaratory judgment action commenced by the Company’s primary and excess insurers (the “Insurers”) seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 million, the Call Defendants have appealed the entry of summary judgment by the lower court to the Texas First Court of Appeals, which appeal remains pending.

In the Delaware action filed by the Call Defendants against the Insurers seeking recovery of all amounts paid in connection with Settlement, mediation in 2024 was unsuccessful and motion practice remains in process.

While both cases remain pending, the Company does not expect the outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Renewable Fuel Standard - Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the U.S.

Environmental Protection Agency (the “EPA”), which requires obligated parties to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending.

The Petroleum Segment’s obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, must either purchase RINs or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

Additionally, the Petroleum Segment’s obligated-party subsidiaries purchase RINs generated from our renewable diesel operations, whose operating results are not included in either of our reportable segments, to partially satisfy their RFS obligations.

For the years ended December 31, 2023, 2022, and 2021, the Company’s obligated-party subsidiaries recognized a benefit of approximately $ 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.

Environmental Protection Agency (the “EPA”), which requires obligated parties to blend a certain amount of renewable fuels, called a Renewable Volume Obligation (“RVO”), 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 from third parties including its affiliate or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

For the years ended December 31, 2024, 2023, and 2022, the Company’s obligated-party subsidiaries recognized, net of RINs sales, an expense of approximately $ 46 million, a benefit of $ 114 million, and an expense of $ 435 million, respectively, for their compliance with the RFS (based on the 2020 through 2024 renewable volume obligation (“RVO”), for the respective periods, excluding the impacts of any exemptions or waivers to which the Company’s obligated-party subsidiaries may be entitled).

The costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel are included within Cost of materials and other in the Consolidated Statements of Operations.

At each reporting period, to the extent RINs purchased and generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which the Company may be entitled), the remaining position is valued using RIN market prices at period end for each specific or closest vintage year.

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

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

As of December 31, 2024 and 2023, the Company’s obligated-party subsidiaries’ RFS positions were approximately $ 323 million and $ 329 million, respectively, and are recorded in Other current liabilities in the Consolidated Balance Sheets.

RFS Disputes - CRRM and WRC have been parties to numerous lawsuits relating to the RFS, including lawsuits relating to petitions for small refinery exemptions (“SREs”) filed by WRC for the 2017 through 2024 compliance periods, which petitions are in various stages of review by the EPA and/or various courts, primarily including the following:

• Regarding WRC’s petitions for the 2017 to 2021 compliance periods which, together with the SRE petitions from certain other small refineries, had been denied by the EPA in 2022 (the “2022 Denials”), the EPA has yet to act on those petitions after the EPA’s denials were vacated by the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) in November 2023 and remanded back to the EPA on the grounds that the EPA’s denials were impermissibly retroactive and that the EPA’s interpretation was contrary to law and arbitrary and capricious as applied to petitioners’ exemptions.

In May 2024, the EPA and certain biofuels groups sought certiorari before the Supreme Court of the United States (“SCOTUS”) seeking review of whether venue for these challenges to the 2022 Denials lies exclusively in the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”), which certiorari was granted in October 2024.

Oral argument is expected sometime in 2025.

• Regarding WRC’s petition for the 2022 compliance period, that petition was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials and had been stayed by the Fifth Circuit pending issuance of the mandate in a case brought by other small refiners in July 2024 in the DC Circuit, which ruled in favor of certain small refineries also challenging the 2022 Denials, holding that the 2022 Denials as applicable to those small refineries was arbitrary and

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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.

capricious, vacating such denials and remanding such petitions back to the EPA.

The DC Circuit also dismissed a challenge brought by biofuel producers to the EPA’s alternative compliance action, concluding that the petitioners had not established any harm from EPA’s decision and therefore lacked standing to sue.

WRC’s SRE petition for the 2022 compliance period, which was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials, had been stayed pending issuance of the mandate in the DC Circuit case.

• Regarding WRC’s petition for the 2023 compliance period, the United States District Court for the Southern District of Texas ruled in favor of WRC in its suit seeking a declaration that the Administrator of the EPA violated the CAA by failing to rule on WRC’s petition within 90 days, and issued a ruling that EPA must act on WRC’s petition in January 2025.

In January 2025, the EPA denied WRC’s petition.

In February 2025, WRC filed a petition with the Fifth Circuit seeking stay of WRC’s obligations under the RFS.

In its filings with the Fifth Circuit in February 2025, the EPA reported that it was reviewing its denial and did not oppose WRC’s stay.

• Regarding WRC’s petition for the 2024 compliance period, EPA has not yet ruled on WRC’s petition despite its ninety day deadline.

WRC served on the EPA a notice of intent to sue EPA for this failure.

As these matters are in various stages, the Company cannot yet determine at this time the outcomes of these matters.

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

Guaranty Dispute – In connection with mediation conducted in September 2024, Exxon Mobil Corporation (“XOM”) formally demanded, pursuant to a guaranty claimed by XOM to have been issued in its favor in 1993 by a subsidiary of CVR Energy (the “Alleged Guaranty”), that such subsidiary defend and indemnify it against claims by numerous property owners in Louisiana alleging contamination from historic well operations relating to oil and gas leases in Lousiana sold by XOM in 1993 (the “LA Leases”).

The Company disputes the validity of the alleged guaranty and has filed suit in the Superior Court of the State of Delaware for declaratory judgment relating thereto, which suit remains pending.

While CVR Energy vigorously opposes XOM’s claims, if the Alleged Guaranty is determined to obligate CVR Energy to indemnify XOM for all damages it could incur relating to the LA Leases, it could have a material effect on CVR Energy’s financial position, results of operations, or cash flows.

However, as this matter remains in its early stages, the Company cannot yet determine whether it will have such an outcome.

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, 2024 and 2023, environmental accruals which also include estimated costs for future remediation efforts at certain Petroleum Segment sites, totaled approximately $ 3 million and $ 19 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.

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

(15) Business Segments

CVR Energy’s revenues are primarily derived from two reportable segments:

Petroleum and Nitrogen Fertilizer.

The Company evaluates the performance of its segments based primarily on segment operating income (loss) and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”).

For the purposes of the business segments disclosure, the Company presents operating income (loss) as it is the most comparable measure to the amounts presented on the Consolidated Statements of Operations.

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

Effective with this Report and due to the prominence of the renewables business relative to the Company’s overall 2024 performance, the Company has revised its reportable segments to reflect a new reportable segment – Renewables.

The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the refinery located in Wynnewood, Oklahoma.

Results of the Renewables Segment were not previously included within our reportable segments, rather included within “Other”.

Prior period segment information has been retrospectively adjusted to reflect the current segment presentation.

As a result, CVR Energy has three reportable segments:

Petroleum, Renewables, and Nitrogen Fertilizer, which were determined based on the management approach, reflecting the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, to evaluate performance and make strategic decisions.

• Petroleum includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates.

The Petroleum Segment also includes activities related to crude gathering and logistics that support the refinery operations.

• Renewables includes the refining of renewable feedstocks, such as soybean oil, corn oil, and other renewable feedstocks, into renewable diesel and marketing of renewables products.

• Nitrogen Fertilizer includes the production and sales of nitrogen fertilizer products, primarily in the form of ammonia and UAN, for the farming industry.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The CODM evaluates the performance of each reportable segment and decides how to allocate resources based on segment operating income (loss) which includes the revenue and expenses that are directly attributable to management of each segment, as well as the total assets per segment.

The CODM uses segment operating income (loss) and segment total assets to assess the income generated by each reportable segment and to decide which reportable segment to reinvest profits, if at all, or pay dividends.

Segment operating income (loss) is also used to analyze performance against the budget and the Company’s competitors.

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

The following tables present the operating results and capital expenditures information by segment, the reconciliations to the consolidated net profit (loss), and other required disclosures:

Year Ended December 31, 2024

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

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

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

Third-party sales $ 6,909 $ 177 $ 524 $ — $ 7,610

Inter-segment fees and sales 11 112 1 ( 124 ) —

Total sales 8,287 681 279 9,247

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

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

Other income, net 14

Income before income tax expense $ 1,085

Net sales 6,920 289 525 ( 124 ) 7,610

Cost of materials and other 6,236 245 104 ( 137 ) 6,448

Direct operating expenses (exclusive of depreciation and amortization) 421 31 214 1 667

Selling, general and administrative expenses (exclusive of depreciation and amortization) 77 10 29 23 139

Depreciation and amortization 174 25 88 11 298

Segment operating income (loss) $ 12 $ ( 22 ) $ 90 $ ( 22 ) $ 58

Reconciliation of Segment operating income (loss) to Net income:

Interest expense, net $ ( 77 )

Other income, net 38

Income tax benefit 26

Net income $ 45

Other segment disclosures:

Interest income $ 22 $ 1 $ 4 $ 11 $ 38

Interest expense ( 1 ) — ( 34 ) ( 80 ) ( 115 )

Capital expenditures (1)

128 11 37 5 181

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Year Ended December 31, 2023

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

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

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

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Total sales 8,287 559 681 ( 280 ) 9,247

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

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

Other expense, net ( 77 )

Income before income tax expense $ 801

Cost of materials and other 6,629 537 134 ( 287 ) 7,013

Direct operating expenses (exclusive of depreciation and amortization) 406 28 235 1 670

Selling, general and administrative expenses (exclusive of depreciation and amortization) 81 11 30 19 141

Depreciation and amortization 189 20 80 9 298

Loss on asset disposals — — 1 1 2

Segment operating income (loss) $ 982 $ ( 37 ) $ 201 $ ( 23 ) $ 1,123

Reconciliation of Segment operating income (loss) to Net income:

Interest expense, net $ ( 52 )

Other income, net 14

Income tax expense ( 207 )

Net income $ 878

Other segment disclosures:

Interest income $ 75 $ 2 $ 6 $ ( 45 ) $ 38

Interest expense — ( 1 ) ( 35 ) ( 54 ) ( 90 )

Capital expenditures (1)

108 56 29 4 197

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Year Ended December 31, 2022

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

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

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

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Total sales 9,919 338 836 ( 197 ) 10,896

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

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

Investment income on marketable securities 81

Other income, net 15

Income before income tax benefit $ 66

Cost of materials and other 8,488 342 133 ( 197 ) 8,766

Direct operating expenses (exclusive of depreciation and amortization) 426 24 269 — 719

Selling, general and administrative expenses (exclusive of depreciation and amortization) 88 3 32 26 149

Depreciation and amortization 187 16 82 3 288

Loss on asset disposals 11 — — — 11

Segment operating income (loss) $ 719 $ ( 47 ) $ 320 $ ( 29 ) $ 963

Reconciliation of Segment operating income (loss) to Net income:

Interest expense, net $ ( 85 )

Other expense, net ( 77 )

Income tax expense ( 157 )

Net income $ 644

Other segment disclosures:

Interest income $ 43 $ — $ 2 $ ( 37 ) $ 8

Interest expense ( 2 ) — ( 36 ) ( 55 ) ( 93 )

Capital expenditures (1)

86 69 41 7 203

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The following table summarizes total assets by segment:

The following table summarizes the reconciliation of total assets by segment to consolidated total assets:

(in millions) 2024 2023

Petroleum $ 3,288 $ 2,978

Renewables 420 344

Nitrogen Fertilizer 1,019 975

Other, including inter-segment eliminations ( 464 ) 410

754 ( 1,335 )

Total assets $ 4,263 $ 4,707

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

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

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

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(16) Supplemental Cash Flow Information

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

Cash flows related to income taxes, interest, leases, and capital and turnaround expenditures included in accounts payable were as follows:

Year Ended December 31,

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Change in turnaround expenditures included in accounts payable 5 3 ( 2 )

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

Noncash dividends to CVR Energy stockholders — — 251

ROU assets obtained in exchange for new or modified operating lease liabilities 37 21 7

ROU assets obtained in exchange for new or modified finance lease liabilities 26 2 —

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

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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.

(2) Restricted funds were released and paid in February 2024.

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(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.

(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 Midway JV through Gunvor as the intermediary purchasing agent.

On December 23, 2024, the Company sold the 50 % Membership Interests it owned in Midway JV.

(3) See below for a summary of the dividends paid to IEP during the years ended December 31, 2024, 2023, and 2022.

Enable Joint Venture Transportation and Terminalling Services Agreements

We are party to a transportation agreement, effective September 19, 2016, as part of the Enable JV for an initial term of 20 years under which Enable provides transportation services for crude oil purchased within a defined geographic area.

We are party to a transportation agreement, effective September 19, 2016, with Enable JV for an initial term of 20 years under which Enable provides transportation services for crude oil purchased within a defined geographic area.

Additionally, we entered into a terminalling services agreement, effective September 19, 2016, with Enable JV under which it receives access to Enable JV’s terminal in Lawrence, Oklahoma to unload and pump crude oil into Enable JV’s pipeline for an initial term of 20 years.

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IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date.

The following tables present quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding):

The following table presents quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2024, 2023, and 2022 (amounts presented in table below may not add to totals presented due to rounding):

Quarterly Dividends Paid ( in millions )

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August 19, 2024 0.50 17 33 50

Total 2024 quarterly dividends

$ 1.50 $ 51 $ 100 $ 151

2022 - 4th Quarter

March 13, 2023 $ 0.50 $ 15 $ 36 $ 50

2023 - 1st Quarter

May 22, 2023 0.50 15 36 50

2023 - 2nd Quarter

August 21, 2023 0.50 15 36 50

2023 - 3rd Quarter

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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 )

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$ 2.50 $ 80 $ 171 $ 251

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”).

On June 10, 2021, the Company distributed an aggregate amount of approximately $ 241 million, or $ 2.40 per share of the Company’s common stock, pursuant to the Cash Distribution, and approximately 10,539,880 shares of Delek common stock, which represented approximately 14.3 % of the outstanding shares of Delek common stock, pursuant to the Stock Distribution.

IEP received approximately 7,464,652 shares of common stock of Delek and $ 171 million in cash.

The Stock Distribution was recorded as a reduction to equity through a derecognition of our investment in Delek, and the Company recognized a gain of $ 112 million from the initial investment in Delek through the date of the Stock Distribution.

For the fourth quarter of 2023, the Company, upon approval by the Board on February 20, 2024, declared a cash dividend of $ 0.50 per share, or $ 50 million, which is payable March 11, 2024 to shareholders of record as of March 4, 2024.

Of this amount, IEP will receive $ 33 million due to its ownership interest in the Company’s shares.

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 fourth quarter of 2024 related to the third quarter of 2024, and there were no quarterly dividends declared or paid during the first quarter of 2022 related to the fourth quarter of 2021.

No dividends were declared for the fourth quarter of 2024.

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

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Company, as of December 31, 2023 and 2022 (amounts presented in tables below may not add to totals presented due to rounding):

The following tables present quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company, during 2024, 2023, and 2022 (amounts presented in tables below may not add to totals presented due to rounding):

Quarterly Distributions Paid (in millions)

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$ 6.69 $ 44 $ 26 $ 71

Quarterly Distributions Paid (in millions)

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2022 - 4th Quarter

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$ 26.62 $ 178 $ 104 $ 281

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Quarterly Distributions Paid (in millions)

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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

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$ 19.32 $ 129 $ 75 $ 205

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 2024, CVR Partners, upon approval by the UAN GP Board on February 18, 2025, declared a distribution of $ 1.75 per common unit, or $ 18 million, which is payable March 10, 2025 to unitholders of record as of March 3, 2025.

Of this amount, CVR Energy will receive approximately $ 7 million, with the remaining amount payable to public unitholders.

Of this amount, CVR Energy and IEP will receive approximately $ 7 million and less than $ 1 million, with the remaining amount payable to public unitholders.

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What changed 10-K

Item 8. Financial Statements and Supplementary Data