What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-21 compared with 2023-02-22 · 281 added, 278 removed, 507 unchanged (52% of the section changed)

34 unchanged sentences

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

Dallas, Texas

Wichita, Kansas

February 21, 2024

25 unchanged sentences

/s/ GRANT THORNTON LLP

Dallas, Texas

Wichita, Kansas

February 21, 2024

30 unchanged sentences

547,308 546,800

Long-term deferred revenue 33,311 —

Other long-term liabilities

28 unchanged sentences

Loss on asset disposal 1,533 263 948

Goodwill impairment — — 40,969

Operating income (loss) 319,912 134,479 ( 34,882 )

Operating income 201,408 319,912 134,479

Other (expense) income:

1 unchanged sentence

( 28,653 ) ( 34,065 ) ( 60,978 )

Other income, net 1,114 4,711 159

Income (loss) before income tax expense 286,961 78,212 ( 98,151 )

Other (expense) income, net ( 33 ) 1,114 4,711

Income before income tax expense 172,722 286,961 78,212

Income tax expense 289 160 57

Net income (loss) $ 286,801 $ 78,155 $ ( 98,181 )

Basic and diluted earnings (loss) per common unit $ 27.07 $ 7.31 $ ( 8.77 )

Net income $ 172,433 $ 286,801 $ 78,155

Basic and diluted earnings per common unit $ 16.31 $ 27.07 $ 7.31

Weighted-average common units outstanding:

7 unchanged sentences

Balance at December 31, 2020 10,705,710 $ 314,240 $ 1 $ 314,241

Net loss — ( 98,181 ) — ( 98,181 )

Net income — 78,155 — 78,155

Repurchase of common units

( 24,378 ) ( 529 ) — ( 529 )

Fractional unit impact of reverse unit split 590 — — —

Cash distributions to common unitholders – Affiliates

— ( 18,098 ) — ( 18,098 )

Cash distributions to common unitholders – Non-affiliates

— ( 31,571 ) — ( 31,571 )

Balance at December 31, 2021 10,681,332 342,197 1 342,198

8 unchanged sentences

Net income — 172,433 — 172,433

Repurchase of common units

( 111,695 ) ( 12,398 ) — ( 12,398 )

Cash distributions to common unitholders – Affiliates

10 unchanged sentences

Cash flows from operating activities:

Net income (loss) $ 286,801 $ 78,155 $ ( 98,181 )

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

Net income $ 172,433 $ 286,801 $ 78,155

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

Depreciation and amortization 79,720 82,137 73,480

Amortization of deferred financing costs and original issue discount 754 821 2,799

Goodwill impairment — — 40,969

Loss on asset disposal 1,533 263 948

14 unchanged sentences

Proceeds from the sale of assets — 45 252

Return of equity method investment 21,474 — —

Net cash used in investing activities ( 2,722 ) ( 44,623 ) ( 20,342 )

29 unchanged sentences

CVR Services, LLC (“CVR Services”), a wholly-owned subsidiary of CVR Energy, held the remaining approximately 37 % of the Partnership’s outstanding limited partner interests;

and CVR GP, LLC (“CVR GP” or the “general partner”), a wholly owned subsidiary of CVR Energy, held 100 % of the Partnership’s general partner interest.

and CVR GP, LLC (“General Partner”), a wholly owned subsidiary of CVR Energy, held 100 % of the Partnership’s general partner interest.

As of December 31, 2023, Icahn Enterprises L.P.

3 unchanged sentences

The Unit Repurchase Program, as increased, authorized the Partnership to repurchase up to $ 20 million of the Partnership’s common units.

During the year ended December 31, 2023, the Partnership did not repurchase any common units.

During the years ended December 31, 2022 and 2021, the Partnership 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 $ 12.4 million and $ 0.5 million, respectively, exclusive of transaction costs, or an average price of $ 110.98 and $ 21.69 per common unit, respectively.

During the year ended December 31, 2020, as adjusted to reflect the impact of the 1-for-10 reverse unit split of the Partnership’s common units that was effective as of November 23, 2020, the Partnership repurchased 623,177 common units at a cost of $ 7.1 million, inclusive of transaction costs, or an average price of $ 11.34 per common unit.

As of December 31, 2022, the Partnership had a nominal authorized amount remaining under the Unit Repurchase Program.

This Unit Repurchase Program does not obligate the Partnership to purchase any common units and may be cancelled or terminated by the Board at any time.

As of December 31, 2023, the Partnership, considering all repurchases made since inception of the Unit Repurchase Program, had a nominal authorized amount remaining under the Unit Repurchase Program.

This Unit Repurchase Program does not obligate the Partnership to purchase any common units and may be cancelled, modified, or terminated by the Board at any time.

On February 20, 2024, the Board, on behalf of the Partnership, terminated the nominal authority remaining under the Unit Repurchase Program.

Management and Operations

The Partnership, including CVR GP, is managed by a combination of the Board, the general partner’s executive officers, CVR Services (as sole member of the general partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, CVR GP, CVR Energy, and certain of their respective subsidiaries, including a service agreement.

The Partnership, including the General Partner, is managed by a combination of the Board, the general partner’s executive officers, CVR Services (as sole member of the general partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, the General Partner, CVR Energy, and certain of their respective subsidiaries, including a service agreement.

See Note 12 (“Related Party Transactions”) for further discussion.

Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the general partner’s directors or officers, whether on an annual or continuing basis or otherwise.

(2) Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange

Section 45Q Transaction

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

In January 2023, 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 IRS safe harbor,

December 31, 2023 | 59

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commission (“SEC”), include the accounts of CVR Partners and its wholly-owned subsidiaries.

described in Revenue Procedure 2020-12, for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030 (the “45Q Transaction”).

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

See Note 5 (“Equity Method Investments”) for further discussion.

Subsequent Events

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

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

(2) Summary of Significant Accounting Policies

Principles of Consolidation

All intercompany accounts and transactions have been eliminated.

6 unchanged sentences

Cash and Cash Equivalents

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

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

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

Accounts Receivable, net

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

Also included within Accounts receivable, net are uncollected fixed price contracts which are discussed further within Note 6 (“Revenue”).

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

1 unchanged sentence

The largest concentration of credit for any one customer was approximately 40 % and 45 % of the Accounts receivable, net balance at December 31, 2023 and 2022, respectively.

There was no bad debt expense for the year ended December 31, 2022.

For the years ended December 31, 2021, and 2020, bad debt expenses were $ 0.2 million and $ 0.1 million, respectively.

Inventories consist of fertilizer products and raw materials (primarily natural gas and pet coke), which are valued at the lower of GAAP First-In, First-Out (“FIFO”) cost or net realizable value.

There was no bad debt expense for the years ended December 31, 2023 and 2022, respectively.

For the year ended December 31, 2021, bad debt expense was $ 0.2 million.

Inventories consist of fertilizer products and raw materials (primarily pet coke), which are valued at the lower of GAAP First-In, First-Out (“FIFO”) cost or net realizable value.

Inventories also include parts and supplies that are valued at the weighted moving-average cost, which approximates FIFO.

The cost of inventories includes inbound freight costs.

Inventories consisted of the following:

(in thousands) 2022 2021

Finished goods $ 28,630 $ 17,141

Raw materials 3,116 833

Parts, supplies and other 45,772 34,296

Total inventories $ 77,518 $ 52,270

At December 31, 2022 and 2021, inventories included depreciation of approximately $ 4.4 million and $ 3.1 million, respectively.

December 31, 2023 | 60

8 unchanged sentences

Lives, in Years

Land and improvements 10 to 30

Land improvements 10 to 30

Buildings and improvements 3 to 30

2 unchanged sentences

Other 3 to 10

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

(in thousands) 2022 2021

Machinery and equipment $ 1,432,875 $ 1,410,203

Buildings and improvements 17,461 17,598

Automotive equipment 16,377 16,433

Land and improvements 14,604 14,199

Construction in progress 7,858 14,167

Other 3,035 2,221

1,492,210 1,474,821

Accumulated depreciation and amortization ( 681,216 ) ( 624,359 )

Total property, plant and equipment, net $ 810,994 $ 850,462

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

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

For the years ended December 31, 2022, 2021, and 2020, depreciation and amortization expenses were $ 81.3 million, $ 72.4 million, and $ 75.0 million, respectively.

During the planning and execution of the turnarounds at the Coffeyville and East Dubuque Facilities in 2022 and 2021, the Partnership updated the estimated useful lives of certain assets, which resulted in additional depreciation expense of $ 12.7 million and $ 4.5 million during the years ended December 31, 2022 and 2021, respectively.

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

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

Equity Method Investments

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

At inception, the Partnership 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.

2 unchanged sentences

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

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

ROU assets and liabilities are recognized at the lease commencement

December 31, 2022 | 60

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

7 unchanged sentences

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

Impairment of Long-Lived Assets and Goodwill

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

December 31, 2023 | 61

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets

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

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

1 unchanged sentence

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

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

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

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

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

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

One of our reporting units, the Coffeyville Facility, had a goodwill balance of $ 41.0 million at December 31, 2019, which was fully impaired during the second quarter of 2020 when it was determined the estimated fair value of the Coffeyville Facility reporting unit did not exceed its carrying value.

As there was no goodwill balance as of December 31, 2022 and 2021, no annual impairment review was performed.

Asset Retirement Obligations

1 unchanged sentence

The liability is recorded when there is a legal or contractual obligation to incur costs to retire the asset and only when a reasonable estimate of the fair value can be made.

Certain of the Partnership’s assets can be used for extended or indeterminate periods of time with proper maintenance and upgrades, which the Partnership intends, and has a historical practice of, to maintain and upgrade as technological advances are made available.

As a result, the Partnership believes these assets have indeterminate lives for purposes of estimating AROs.

A liability will be recognized at such time when sufficient information exists to estimate a date or range of potential settlement dates needed to employ a present value technique to estimate fair value.

Loss Contingencies

1 unchanged sentence

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

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

Accrued amounts, if any, are reflected in Other current liabilities or Other long-term liabilities on our Consolidated Balance Sheets depending on when the Partnership expects to expend such amounts.

As of December 31, 2023 and 2022, there are no matters or contingencies that require recognition or disclosure.

December 31, 2022 | 61

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

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

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

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

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

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

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

As of December 31, 2022 and 2021, no liabilities have been recognized for environmental remediation matters, as no matters have been identified that are considered to be probable or estimable.

Accrued amounts, if any, are reflected in Other current liabilities or Other long-term liabilities on our Consolidated Balance Sheets depending on when the Partnership expects to expend such amounts.

As of December 31, 2023 and 2022, no liabilities have been recognized for environmental remediation matters, as no matters have been identified that are considered to be probable and estimable.

Revenue Recognition

1 unchanged sentence

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

December 31, 2023 | 62

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

8 unchanged sentences

Cost of materials and other consists primarily of freight and distribution expenses, feedstock expenses, purchased ammonia, and purchased hydrogen.

Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services, including turnaround, and environmental and safety compliance costs, as well as catalyst and chemical costs.

Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services, including turnaround expenses, and environmental and safety compliance costs, as well as catalyst and chemical costs.

Each of these financial statement line items are also impacted by changes in inventory balances, as they include inventory production costs.

Direct operating expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 7 (“Share-Based Compensation”).

Direct operating expenses also include allocated share-based compensation from CVR Energy and its subsidiaries.

Selling, general and administrative expenses consist primarily of legal expenses, treasury, accounting, marketing, human resources, information technology, and maintaining the corporate and administrative offices in Texas and Kansas.

Fair Value of Financial Instruments

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

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

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

The following is a brief description of those three levels:

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

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

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

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and operating lease obligations are carried at cost and approximate their estimated fair value.

The Partnership 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.

Turnaround Expenses

1 unchanged sentence

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

Planned turnaround activities vary in frequency dependent on refinery units, but generally occur every two to three years .

Planned turnaround activities vary in frequency dependent on our facilities, but generally occur every three years .

December 31, 2023 | 63

2 unchanged sentences

The Partnership follows the direct-expense method of accounting for turnaround activities.

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

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

During the years ended December 31, 2023, 2022, and 2021, the Partnership incurred turnaround expenses of $ 1.8 million, $ 33.4 million, and $ 2.9 million, respectively.

3 unchanged sentences

Compensation expense will fluctuate based on changes in the applicable unit price value and expense reversals resulting from employee terminations prior to award vesting.

See Note 7 (“Share-Based Compensation”) for further discussion.

The Partnership accounts for income taxes utilizing the asset and liability approach.

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

The Partnership is not a taxable entity for federal income tax purposes or states that follow the federal income tax treatment of partnerships.

Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership.

We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships.

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

Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between the amounts recorded in the accounting books and their respective tax basis.

Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

In assessing the realizability of the deferred income tax assets, including net operating loss and state tax credit carryforwards, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

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

Further, the Partnership recognizes interest expense (income) and penalties on income tax deficiencies (refunds) in Income tax expense.

Allocation of Costs

1 unchanged sentence

As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership.

These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are classified on the Consolidated Statements of Operations as either Direct operating expenses (exclusive of depreciation and amortization) or as Selling, general and administrative expenses.

See Note 9 (“Related Party Transactions”) for a detailed discussion of the billing procedures and the basis for calculating the charges for specific products and services.

These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are classified on our Consolidated Statements of Operations as either Direct operating expenses (exclusive of depreciation and amortization) or as Selling, general and administrative expenses.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

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

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

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

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

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

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

The Partnership 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 Partnership’s consolidated financial statements.

The Partnership does not intend to early adopt this ASU.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which includes requirements for more robust disclosures of significant segment expenses and measures of a segment’s profit and loss used in assessing performance.

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

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

December 31, 2023 | 64

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) Inventory

Inventories consisted of the following:

(in thousands) 2023 2022

Finished goods $ 15,015 $ 28,630

Raw materials 2,472 3,116

Parts, supplies and other 51,678 45,772

Total inventories $ 69,165 $ 77,518

(4) Property, Plant and Equipment

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

(in thousands) 2023 2022

Machinery and equipment $ 1,446,728 $ 1,432,875

Buildings and improvements 18,193 17,461

Automotive equipment 16,208 16,377

Land and improvements 14,959 14,604

Construction in progress 19,075 7,858

Other 2,758 3,035

1,517,921 1,492,210

Accumulated depreciation and amortization ( 756,898 ) ( 681,216 )

Total property, plant and equipment, net $ 761,023 $ 810,994

For the years ended December 31, 2023, 2022, and 2021, depreciation and amortization expenses were $ 78.9 million, $ 81.3 million, and $ 72.4 million, respectively, and capitalized interest was $ 0.5 million, $ 0.8 million, and $ 0.8 million, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Partnership updated the estimated useful lives of certain assets as a result of the turnarounds at our facilities and changes in the granular urea production, which resulted in additional depreciation expense of $ 0.7 million, $ 12.7 million and $ 4.5 million, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Partnership 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

As part of the 45Q Transaction, the Partnership received a 50 % ownership interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer.

The Partnership applied the variable interest entity (“VIE”) model under FASB ASC Topic 810, Consolidation, to its variable interest in CVRP JV and determined that CVRP JV is a VIE.

While the Partnership concluded it is not the primary beneficiary of CVRP JV, it does have significant influence over CVRP JV’s operating and financial policies and, therefore, applied the equity method of accounting for its investment in CVRP JV.

The Partnership valued the equity interest received using 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.

The Partnership determined the estimated fair value of the consideration received to be $ 46.0 million, which was a non-recurring Level 3 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements , based on the use of the Partnership’s own assumptions described above.

There were no transfers into or out of Level 3 during the year ended December 31, 2023.

December 31, 2023 | 65

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership deferred the recognition of the noncash consideration received and has recognized such revenue as the performance obligation associated with the CO Contract is satisfied.

Refer to Note 9 (“Revenue”) for further discussion.

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

Distributions received from CVRP JV will reduce the Partnership’s equity method investment and will be recorded in the period they are received.

The investment in CVRP JV is presented within Other long-term assets on our Consolidated Balance Sheets.

(in thousands) CVRP JV

Balance at inception $ 46,000

Cash contributions 13

Cash distributions (1)

Equity loss ( 10 )

Balance at December 31, 2023 $ 24,518

(1) Of this amount, approximately $ 0.9 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 on our Consolidated Balance Sheets.

As a result of exceeding certain carbon oxide capture and sequestration milestones during 2023, in February 2024, the Partnership received a $ 2.2 million distribution from CVRP JV which will be recognized in the first quarter of 2024.

Lease Overview

1 unchanged sentence

Most of our leases include one or more renewal options to extend the lease term, which can be exercised at our sole discretion.

Certain leases also include options to purchase the leased property.

Certain leases also include options to purchase the leased asset.

Additionally, certain of our lease agreements include rental payments, which are adjusted periodically for factors such as inflation.

1 unchanged sentence

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

Balance Sheet Summary at December 31, 2022 and 2021

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

December 31, 2022 December 31, 2021

(in thousands) Operating Leases Finance Leases Operating Leases Finance Leases

Balance Sheet Summary as of December 31, 2023 and 2022

The following table summarizes the ROU asset and lease liability balances for the Partnership’s operating leases at December 31, 2023 and 2022.

There were no finance lease balances at December 31, 2023 and 2022.

(in thousands) December 31, 2023 December 31, 2022

ROU asset, net

5 unchanged sentences

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

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

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

December 31, 2023 | 66

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

over the lease term within Depreciation and amortization.

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

7 unchanged sentences

Lease Terms and Discount Rates

The following outlines the remaining lease terms and discount rates used in the measurement of the Partnership’s ROU assets and lease liabilities at December 31, 2022 and 2021:

The following outlines the remaining lease terms and discount rates used in the measurement of the ROU assets and lease liabilities of the Partnership’s operating leases at December 31, 2023 and 2022:

December 31, 2023 December 31, 2022

Operating Leases Finance Leases Operating Leases Finance Leases

Weighted-average remaining lease term 4.3 years 0.0 years 2.1 years 0.0 years

Weighted-average remaining lease term 4.0 years 4.3 years

Weighted-average discount rate 6.5 % 5.5 %

December 31, 2022 | 64

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities of Lease Liabilities

The following summarizes the remaining minimum operating lease payments through maturity of the Partnership’s liabilities at December 31, 2022.

There were no finance lease payments remaining at December 31, 2022.

The following summarizes the remaining minimum operating lease payments through maturity of the Partnership’s lease liabilities at December 31, 2023:

(in thousands) Operating Leases

3 unchanged sentences

Total lease liability $ 12,300

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

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

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

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

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

1 unchanged sentence

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 Partnership expects the lease of the Oxygen Storage Vessel to be classified as a financing lease with an amount of approximately $ 25 million being capitalized upon lease commencement when the Vessel is placed in service, which is currently expected within the next 12 months.

Based on terms outlined in the Messer Agreement, the Partnership 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

December 31, 2023 | 67

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the second half of 2024.

(7) Other Current Liabilities

1 unchanged sentence

(in thousands) 2023 2022

Share-based compensation $ 9,231 $ 5,888

Personnel accruals $ 8,404 $ 7,539

Operating lease liabilities 3,176 2,931

Accrued insurance 2,283 718

Accrued taxes other than income taxes 1,825 1,789

1 unchanged sentence

Accrued interest 1,404 1,404

Share-based compensation 1,195 9,231

Other accrued expenses and liabilities 3,283 3,051

Total other current liabilities $ 20,872 $ 27,717

December 31, 2022 | 65

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) Long-Term Debt

2 unchanged sentences

6.125 % Senior Secured Notes, due June 2028 (1)

$ 550,000 $ 550,000

Unamortized discount and debt issuance costs ( 3,200 ) ( 4,358 )

Unamortized debt issuance costs ( 2,692 ) ( 3,200 )

Total long-term debt

$ 547,308 $ 546,800

(1) The $ 65 million outstanding balance of the 2023 Notes, defined below, was paid in full on February 22, 2022 at par, plus accrued and unpaid interest.

(1) The estimated fair value of the 2028 Notes, defined below, was approximately $ 513.1 million and $ 493.3 million as of December 31, 2023 and 2022, respectively.

These estimates of fair value are a Level 2 measurement, as defined by ASC Topic 820 - Fair Value Measurements and Disclosure, as they were determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.

The fair value estimate is a Level 2 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.

Credit Agreements

3 unchanged sentences

6.125 % Senior Secured Notes due June 2028

On June 10, 2016, CVR Partners and its subsidiary, CVR Nitrogen Finance Corporation (“Finance Co.” and, together with CVR Partners, the “2023 Notes Issuers”), certain subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral trustee, completed a private offering of $ 645 million aggregate principal amount of 9.25 % Senior Secured Notes due 2023 (the “2023 Notes”).

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

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

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

(i) sold assets;

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

(iii) made investments;

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

(v) created or incurred certain liens;

(vi) entered into agreements that restrict distributions or other payments from the Partnerships’ restricted subsidiaries to the Partnership;

(vii) consolidated, merged or transferred all or substantially all of the Partnerships’ assets;

(viii) engaged in transactions with affiliates;

and (ix) created unrestricted subsidiaries.

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

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

On February 22, 2022, the Partnership redeemed all of the remaining outstanding 2023 Notes at par and settled accrued and unpaid interest of approximately $ 1.1 million through the date of redemption.

As a result of this transaction, the Partnership recognized a loss on extinguishment of debt of $ 0.6 million in the first quarter of 2022, which includes the write-off of unamortized deferred financing costs and discount of $ 0.2 million and $ 0.4 million, respectively.

6.125 % Senior Secured Notes due June 2028

On June 23, 2021, CVR Partners and Finance Co.

1 unchanged sentence

Interest on the 2028 Notes is payable semi-annually in arrears on June 15 and December 15 each year, commencing on December 15, 2021.

The 2028 Notes mature

The 2028 Notes mature on June 15, 2028, unless earlier redeemed or repurchased by the Issuers.

The 2028 Notes are jointly and severally guaranteed on a senior secured basis by all the existing domestic subsidiaries of CVR Partners, excluding Finance Co.

We may, at our option, at any time and from time to time prior to June 15, 2024, on any one or more occasions, redeem all or part of the 2028 Notes at a price equal to 100 % of the principal amount plus a “make whole” premium, plus accrued and unpaid interest.

On or after June 15, 2024, we may, on any one or more occasions, redeem all or part of the 2028 Notes at the

December 31, 2023 | 68

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

on June 15, 2028, unless earlier redeemed or repurchased by the Issuers.

The 2028 Notes are jointly and severally guaranteed on a senior secured basis by all the existing domestic subsidiaries of CVR Partners, excluding Finance Co.

On or after June 15, 2024, 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.

redemption prices set forth below, expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.

12-month period beginning June 15, Percentage

2 unchanged sentences

2026 and thereafter 100.000 %

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

However, the 2028 Notes contain a permitted investment activity carveout that allows for the transfer of certain carbon capture assets to a joint venture for the purpose of monetizing potential tax credits.

The 2028 Notes contain customary covenants for a financing of this type that, among other things, restricts CVR Partners’ ability and the ability of certain of its subsidiaries to:

(i) sell assets;

(ii) pay distributions on, redeem or repurchase the Partnership’s units or redeem or repurchase its subordinated debt;

(iii) make investments;

(iv) incur or guarantee additional indebtedness or issue disqualified stock;

(v) create or incur certain liens;

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

(vii) consolidate, merge or transfer all or substantially all of CVR Partners’ assets;

(viii) engage in transactions with affiliates;

and (ix) create unrestricted subsidiaries.

The 2028 Notes contains a permitted investment activity carveout that allows for the transfer of certain carbon capture assets to a joint venture for the purpose of monetizing potential tax credits.

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

ABL Credit Agreement

On September 30, 2021, CVR Partners, LP and its subsidiaries, CVR Nitrogen, LP, EDNF, CRNF, CVR Nitrogen Holdings, LLC, Finance Co.

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

The ABL Credit Facility has an aggregate principal amount of availability of up to $ 35.0 million with an incremental facility, which permits an increase in borrowings of up to $ 15.0 million in the aggregate subject to additional lender commitments and certain other conditions.

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

On September 26, 2023, CVR Partners and certain of its subsidiaries entered into Amendment No.

1 to the Credit Agreement (the “ABL Amendment”) with Wells Fargo Bank National Association, a national banking association, as the administrative agent, collateral agent, and lender.

The ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “ABL Credit Facility”), 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 $ 15.0 million to a total of $ 50.0 million in the aggregate, with an incremental facility of an additional $ 15.0 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 ABL Credit Facility provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $ 3.5 million for swingline loans and $ 10.0 million for letters of credit.

The ABL Credit Facility is scheduled to mature on September 30, 2024.

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

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

The foregoing description of the 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 Partnership’s ABL Credit Facility bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.615 % plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615 % plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865 % plus SOFR or (b) 0.865 % plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115 % plus SOFR or (b) 1.115 % plus a base rate, otherwise.

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

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Partnership’s revenue, disaggregated by major product:

The following table presents the Partnership’s revenue, disaggregated by major products:

Year Ended December 31,

8 unchanged sentences

18,196 11,266 10,262

(1) Freight revenue recognized by the Partnership represents the pass-through finished goods delivery costs incurred prior to customer acceptance and is reimbursed by customers.

Total revenue

$ 681,477 $ 835,584 $ 532,581

(1) Freight revenue recognized by the Partnership 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.

(2) Includes revenue from (i) nitric acid sales and (ii) carbon oxide sales, including sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term through April 2030.

Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery.

Remaining Performance Obligations

2 unchanged sentences

As of December 31, 2023, the Partnership had approximately $ 9.7 million of remaining performance obligations for contracts with an original expected duration of more than one year.

The Partnership expects to recognize approximately $ 4.4 million of these performance obligations as revenue by the end of 2023 and the remaining balance during 2024.

The Partnership expects to recognize $ 3.4 million of these performance obligations as revenue by the end of 2024, an additional $ 3.2 million in 2025, and the remaining balance thereafter.

Contract Balances

3 unchanged sentences

New prepay contracts entered into during the period 50,956

Noncash consideration received as part of the 45Q Transaction 46,000

Revenue recognized that was included in the contract liability balance at the beginning of the period ( 46,438 )

Revenue recognized related to contracts entered into during the period ( 41,254 )

Revenue recognized related to noncash consideration ( 6,345 )

Other changes ( 1,328 )

Balance at December 31, 2022 $ 47,516

(1) Includes $ 83.0 million where payments associated with prepaid contracts were collected as of December 31, 2022.

Major Customers

CVR Partners had two customers who comprised 30 % and 26 % of net sales for the years ended December 31, 2022 and 2020, respectively, and one customer who comprised 13 % of net sales for the year ended December 31, 2021.

(7) Share-Based Compensation

Total deferred revenue at December 31, 2023

Current portion of deferred revenue

Total long-term deferred revenue $ 33,311

December 31, 2023 | 70

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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).

Major Customers

CVR Partners had two customers that accounted for 10% or more of 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.

CVR Partners had one customer who comprised 13 % of net sales for the year ended December 31, 2021.

(10) Share-Based Compensation

CVR Partners has a Long-Term Incentive Plan (“CVR Partners LTIP”) which permits the granting of options, stock and unit appreciation rights (“SARs”), 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 under or in connection with the CVR Partners LTIP include any director, officer, employee, employee candidate, consultant, or advisor of the Partnership, its subsidiaries, or its parent.

The Partnership had 0.5 million shares available for future grants under the CVR Partners LTIP at December 31, 2023.

CVR Partners’ Phantom Unit Awards and Compensation Expense

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

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

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

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 Partnership and its subsidiaries on the applicable vesting date.

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

8 unchanged sentences

Unrecognized compensation expense associated with the phantom units at December 31, 2023 was approximately $ 5.4 million, which is expected to be recognized over a weighted average period of 1.8 years.

Compensation expense recorded for the years ended December 31, 2022, 2021, and 2020 related to these awards was approximately $ 25.7 million, $ 27.0 million, and $ 0.6 million, respectively.

As of December 31, 2022 and 2021, the Partnership had a liability of $ 9.7 million and $ 9.1 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2022, 2021, and 2020, paid cash of $ 17.7 million, $ 11.1 million, and $ 0.5 million, respectively, to settle liability-classified awards upon vesting.

As of December 31, 2022 and 2021, CVR Energy had a liability associated with the CVR Partners LTIP of $ 3.8 million and $ 3.3 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2022, 2021, and 2020, paid cash of $ 7.0 million, $ 4.4 million, and $ 0.3 million, respectively, to settle liability-classified awards upon vesting under the CVR Partners LTIP.

Incentive Unit Awards — CVR Energy

CVR Energy grants awards of incentive units and dividend equivalent rights to certain of its employees and those of its subsidiaries, including CVR GP, who provide shared services for CVR Energy and its subsidiaries, including the Partnership.

Costs related to these incentive unit awards are allocated to the Partnership based on time spent on Partnership business.

Total compensation expense allocated to the Partnership for the years ended December 31, 2022, 2021, and 2020 related to the incentive units was $ 5.3 million, $ 2.3 million and $ 0.4 million, respectively.

Compensation expense recorded for the years ended December 31, 2023, 2022, and 2021 related to these awards was $ 6.4 million, $ 25.7 million, and $ 27.0 million, respectively.

As of December 31, 2023 and 2022, the Partnership had a liability of $ 1.5 million and $ 9.7 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2023, 2022, and 2021, paid $ 12.6 million, $ 17.7 million, and $ 11.1 million, respectively, to settle liability-classified awards upon vesting.

December 31, 2023 | 71

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership had no separate liabilities related to these incentive unit awards as of December 31, 2022 and 2021, as the allocation of compensation expense for incentive unit awards is part of the amount charged to the Partnership under the Corporate MSA.

For the years ended December 31, 2022 and 2021, the Partnership had no reimbursements related to its allocated portion of CVR Energy’s incentive unit awards payments, and for the year ended December 31, 2020, the Partnership made reimbursements to CVR Energy of $ 2.2 million.

As of December 31, 2023 and 2022, CVR Energy had a liability associated with Share-Based Awards of $ 0.5 million and $ 3.8 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2023, 2022, and 2021, paid $ 5.2 million, $ 7.0 million, and $ 4.4 million, respectively, to settle liability-classified awards upon vesting under the CVR Partners LTIP.

Incentive Unit Awards — CVR Energy

CVR Energy grants awards of incentive units and dividend equivalent rights to certain of its officers and employees and those of its subsidiaries, including officers and employees of the Partnership’s subsidiaries, who provide shared services for CVR Energy and its subsidiaries.

Costs related to these incentive unit awards are allocated to the Partnership based on time spent on Partnership business.

Total compensation expense allocated to the Partnership for the years ended December 31, 2023, 2022, and 2021 related to the incentive units was $ 3.4 million, $ 5.3 million and $ 2.3 million, respectively.

The Partnership had no separate liabilities related to these incentive unit awards as of December 31, 2023 and 2022, as the allocation of compensation expense for incentive unit awards is part of the amount charged to the Partnership under the Corporate Master Service Agreement (“Corporate MSA”).

For the years ended December 31, 2023, 2022, and 2021, the Partnership had no reimbursements related to its allocated portion of CVR Energy’s incentive unit awards payments.

See Note 12 (“Related Party Transactions”) for further discussion of the Corporate MSA.

Performance Unit Awards

Pursuant to the amended employment agreement, effective December 22, 2021, with the Partnership’s Executive Chairman, CVR Energy amended the performance award agreement (the “Performance Unit Award Agreement”) to extend the end of the performance period thereunder to December 31, 2024.

Pursuant to the amended employment agreement, effective December 22, 2021, with the Executive Chairman of our General Partner, CVR Energy amended the performance award agreement (the “Performance Unit Award Agreement”).

The Performance Unit Award Agreement represents the right to receive upon vesting, a cash payment equal to $ 10.0 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.

9 unchanged sentences

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

The Partnership had contributions under the Plans of approximately $ 2.3 million and $ 1.9 million for the years ended December 31, 2022 and 2020, respectively.

The Partnership had no contributions during the year ended December 31, 2021, as the Partnership’s matching contributions for the Plans were suspended effective January 1, 2021 and resumed effective January 1, 2022.

The Partnership had contributions under the Plans of $ 2.4 million and $ 2.3 million for the years ended December 31, 2023 and 2022, respectively.

The Partnership did no t contribute under the Plans during the year ended December 31, 2021, as the Partnership’s matching contributions for the Plans were suspended effective January 1, 2021 and resumed effective January 1, 2022.

December 31, 2023 | 72

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11) Commitments

Supply Commitments

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

The minimum required payments for unconditional purchase obligations, including the natural gas purchases outlined below, are as follows:

Unconditional Purchase Obligations

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

(in thousands) Unconditional

Year Ending December 31,

2023 $ 56,364

Thereafter 38,778

December 31, 2022 | 70

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership is also party to natural gas supply agreements with various third-parties.

Natural gas expense for the years ended December 31, 2022, 2021, and 2020 totaled approximately $ 77.9 million, $ 52.9 million, and $ 32.4 million, respectively, and is included in Cost of materials and other and Direct operating expenses (exclusive of depreciation and amortization).

The Partnership entered into the Coffeyville Master Service Agreement (“Coffeyville MSA”) with Coffeyville Resources Refining & Marketing, LLC (“CRRM”), an indirect, wholly-owned subsidiary of CVR Energy, pursuant to which, it agrees to pay a monthly fee for pet coke purchases.

The Partnership’s Coffeyville Facility obtains a significant amount ( 44 % on average during the last five years , 47 % in 2022) of the pet coke it needs from the Coffeyville MSA.

Any remaining pet coke needs are required to be purchased from various third parties.

The price paid pursuant to the Coffeyville MSA is based on the lesser of a pet coke price derived from the price received for UAN (the “UAN-based Price”) or a pet coke price index.

The UAN-based Price begins with a pet coke price of $ 25 per ton based on a price per ton for UAN that excludes transportation cost (“netback price”) of $ 205 per ton, and adjusts up or down $ 0.50 per ton for every $ 1.00 change in the netback price.

The UAN-based price has a ceiling of $ 40 per ton and a floor of $ 5 per ton.

See Note 9 (“Related Party Transactions”) for further discussion of the Coffeyville MSA.

Pursuant to the Coffeyville MSA, the Partnership agreed, with respect to the Coffeyville Facility, to pay CRRM for hydrogen purchases.

The committed hydrogen volume pricing is based on a monthly fixed fee (based on the fixed and capital charges associated with producing the committed volume) and a monthly variable fee (based on the natural gas price associated with hydrogen actually received).

In the event the Coffeyville Facility fails to take delivery of the full committed volume in a month, the Partnership remains obligated to pay CRRM for the monthly fixed fee and the monthly variable fee based upon the actual hydrogen volume received, if any.

In the event CRRM fails to deliver any portion of the committed volume for the applicable month for any reason other than planned repairs and maintenance, the Partnership will be entitled to a pro-rata reduction of the monthly fixed fee.

See Note 9 (“Related Party Transactions”) for further discussion.

The Partnership, with respect to the Coffeyville Facility, is also party to the Messer Agreement, pursuant to which, it is required to take as available and pay for the supply of oxygen and nitrogen to the plant.

This agreement was renewed and commenced in July 2020 for an initial term of 15 years with annual renewals thereafter.

Expenses associated with this agreement are included in Direct operating expenses (exclusive of depreciation and amortization), and, for the years ended December 31, 2022, 2021, and 2020, totaled approximately $ 3.8 million, $ 3.9 million, and $ 4.2 million, respectively.

In addition to the related party Coffeyville MSA, the Coffeyville Facility has pet coke supply agreements with multiple third-party refineries to purchase approximately 233,500 tons of pet coke at a fixed price for delivery at different dates through December 2023.

The Coffeyville Facility has historically purchased third-party pet coke based on spot purchases and supply agreements in place at the time.

The delivered cost of third-party pet coke purchases is included in Cost of materials and other and totaled approximately $ 14.6 million, $ 17.4 million, and $ 17.9 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Expenses associated with these obligations are included in Direct operating expenses (exclusive of depreciation and amortization), and, for the years ended December 31, 2023, 2022, and 2021, totaled $ 3.7 million, $ 3.8 million, and $ 3.9 million, respectively.

(12) Related Party Transactions

1 unchanged sentence

The Partnership’s general partner manages the Partnership’s operations and activities as specified in CVR Partners’ limited partnership agreement.

The general partner of the Partnership, CVR GP, is managed by its board of directors.

The partnership agreement provides that the Partnership will reimburse CVR GP for all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership, including salary, bonus, incentive compensation, and other amounts paid to any person to perform services for the Partnership or for its general partner in connection with operating the Partnership.

The General Partner is managed by its board of directors.

The partnership agreement provides that the Partnership will reimburse the General Partner for all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership, including salary, bonus, incentive compensation, and other amounts paid to any person to perform services for the Partnership or for its general partner in connection with operating the Partnership.

Omnibus Agreement

3 unchanged sentences

There was no activity reported under this agreement during the years ended 2023, 2022, and 2021.

Coffeyville MSA

The Coffeyville MSA provides for monthly payments, subject to netting, for all goods and services supplied under the Coffeyville MSA and is in effect until terminated in writing, in whole or in part, by either party, or until terminated automatically in the event a party falls out of common control with the other party.

The Coffeyville MSA provides the following services:

• Cross Easements - Both CRNF and the CVR Energy Subsidiary can access and utilize each other’s land in certain circumstances in order to operate their respective businesses.

• Hydrogen Purchase and Sale - The CVR Energy Subsidiary agrees to sell and deliver a committed hydrogen volume of 90,000 mscf per month to CRNF, and CRNF has the option to purchase excess volume from the CVR Energy Subsidiary, if available.

December 31, 2023 | 73

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Coffeyville MSA

Effective January 1, 2020, the Conflicts Committee of the Board and the audit committee of CVR Energy approved, and CRNF and CRRM entered into, the Coffeyville MSA which is comprised of various supply and service agreements effectively replacing, on substantially equivalent terms, other related party agreements in place during 2019 (the “Replaced Coffeyville Agreements”).

In addition to affirming the terms and services described in the Replaced Coffeyville Agreements and resetting the durations thereof, as applicable, commencing January 1, 2020, the Coffeyville MSA provides for monthly payments, subject to netting, for all goods and services supplied under the Coffeyville MSA.

The Coffeyville MSA will continue in effect until terminated in writing, in whole or in part, by either party, or until terminated automatically in the event a party falls out of common control with the other party.

The Coffeyville MSA provides the following services:

• Cross Easements - Both CRNF and CRRM can access and utilize each other’s land in certain circumstances in order to operate their respective businesses.

• Hydrogen Purchase and Sale - CRRM agrees to sell and deliver a committed hydrogen volume of 90,000 mscf per month to CRNF and CRNF agrees to purchase and receive the committed volume.

CRNF also has the option to purchase excess volume from CRRM, if available.

• Raw Water and Facilities Sharing - CRNF and CRRM are each owners of an undivided one-half interest in and to the water rights and agree to (i) allocate raw water resources between CVR Energy’s Coffeyville refinery and our Coffeyville Facility and (ii) provide for the management of the water intake system which draws raw water from the Verdigris River for both our Coffeyville Facility and CVR Energy’s Coffeyville refinery.

• Coke Supply - CRRM must deliver, and our Coffeyville Facility must purchase, during each calendar year an annual required amount of pet coke equal to the lesser of (i) 100 percent of the pet coke or (ii) 500,000 tons of pet coke.

If during a calendar month, more than 41,667 tons of pet coke is produced and available for purchase, then the Coffeyville Facility will have the option to purchase the excess at the purchase price provided for in the agreement.

If the option is declined, CRRM may sell the excess to a third-party.

• Feedstock and Shared Services - CRNF and CRRM provide feedstock and other services to one another.

These feedstocks and services are utilized in the respective production processes of CRRM’s Coffeyville refinery and our Coffeyville Facility.

Feedstocks provided under the agreement include, among others, hydrogen, high-pressure steam, nitrogen, instrument air, oxygen, and natural gas.

• Lease - CRNF leases certain office and laboratory space from CRRM.

In February 2023, CRRM assigned its interests in the Coffeyville MSA to affiliates, which are newly formed, indirect wholly-owned subsidiaries of CVR Energy, following consent to such assignment by CRNF.

• Raw Water and Facilities Sharing - CRNF and the CVR Energy Subsidiary are each owners of an undivided one-half interest in and to the water rights and agree to (i) allocate raw water resources between CVR Energy’s Coffeyville refinery and our Coffeyville Facility and (ii) provide for the management of the water intake system which draws raw water from the Verdigris River for both our Coffeyville Facility and CVR Energy’s Coffeyville refinery.

• Pet Coke Supply - The CVR Energy Subsidiary must deliver an annual required amount of pet coke equal to the lesser of (i) 100 percent of the pet coke or (ii) 500,000 tons of pet coke.

Our Coffeyville Facility has the option to purchase any excess of pet coke production at the purchase price provided for in the agreement.

• Feedstock and Shared Services - CRNF and the CVR Energy Subsidiary provide feedstock and other services to one another which are utilized in the respective production processes at each of their respective facilities.

• Lease - CRNF leases certain office and laboratory space from the CVR Energy Subsidiary.

Corporate MSA

Also effective January 1, 2020, the Conflicts Committee of the Board and the audit committee of CVR Energy approved, and the parties entered into the Corporate MSA between CVR Services and certain of its affiliates, including CVR Energy, CVR GP and the Partnership and its subsidiaries, which is comprised of various management and service agreements effectively replacing other related party agreements, on substantially equivalent terms, in place for 2019 (the “Replaced Corporate Agreements”).

In addition to affirming the terms and services described in the Replaced Corporate Agreements and resetting the durations thereof, as applicable, commencing January 1, 2020, the Corporate MSA provides for payment by each service recipient under the Corporate MSA of a monthly fee for goods and services supplied under the Corporate MSA, subject to netting and an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup.

Either CVR Services or CVR GP may terminate the Corporate MSA upon at least 90 days’ notice.

Under the Corporate MSA, CVR GP and the Partnership and its subsidiaries obtain certain management and other professional services from CVR Services, including the following, among others:

• services from CVR Services’ employees in capacities equivalent to the capacities of corporate executive officers, except that those who serve in such capacities under the agreement will serve the Partnership on a shared, part-time basis only, unless the Partnership and CVR Services agree otherwise;

Under the Corporate MSA, the General Partner and the Partnership and its subsidiaries, as “service recipients” thereunder, obtain certain management and other administrative and professional services from CVR Services.

The Corporate MSA provides for payment by each service recipient, including the General Partner and the Partnership and its subsidiaries, of a monthly fee for goods and services supplied thereunder, subject to netting and an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup.

Any party may terminate the Corporate MSA upon at least 90 days’ notice.

Environmental Agreement

CRNF and certain of CVR Energy’s subsidiaries are parties to an environmental agreement which provides for certain indemnification and access rights in connection with environmental matters affecting CVR Energy’s Coffeyville refinery and the Coffeyville Facility.

To the extent that liability arises from environmental contamination that is caused by the Coffeyville refinery but is also commingled with environmental contamination caused by CRNF, the Coffeyville refinery may elect, in its sole discretion and at its own cost and expense, to perform government mandated environmental activities relating to such liability, subject to certain conditions and provided that it does not waive any rights to indemnification or compensation otherwise provided for in the agreement.

No liability under this agreement was recorded as of December 31, 2023 and 2022.

Terminal and Operating Agreement

CRNF entered into a lease and operating agreement with an affiliated CVR Energy subsidiary, under which it leases the premises located at Phillipsburg, Kansas to be utilized as a UAN terminal.

The initial term of the agreement will expire in May 2032, provided, however, CRNF may terminate the lease at any time during the initial term by providing 180 days prior written notice.

In addition, this agreement will automatically renew for successive five-year terms, provided that CRNF may terminate the agreement during any renewal term with at least 180 days written notice.

Under the terms of this agreement, CRNF will pay $ 1.00 per year for rent, $ 4.00 per ton of UAN placed into the terminal, and $ 4.00 per ton of UAN taken out of the terminal.

December 31, 2023 | 74

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• administrative and professional services, including legal, accounting, SOX compliance, financial reporting, human resources, information technology, communications, insurance, tax, credit, finance, corporate compliance, enterprise risk management, consulting, and government and regulatory affairs;

• recommendations on capital raising activities to the board of directors of the general partner, including the issuance of debt or equity interests, the entry into credit facilities, and other capital market transactions;

• managing or overseeing litigation and administrative or regulatory proceedings, investigations and other reviews in the ordinary course of business or operations, establishing appropriate insurance policies for the Partnership, and providing safety and environmental advice;

• recommending the payment of distributions;

• managing or providing advice for other projects, including acquisitions, as may be agreed by the general partner and CVR Services from time to time;

• permitting the use of the CVR Energy and CVR Partners trademarks by CVR GP and the Partnership at no cost.

For services performed in connection with the services agreement, the Partnership recognized personnel costs, excluding amounts related to share based compensation (refer to Note 7 (“Share-Based Compensation”)), of $ 8.3 million, $ 8.1 million, and $ 6.6 million, respectively, for the years ended December 31, 2022, 2021, and 2020.

Related Party Activity

3 unchanged sentences

Sales to related parties:

$ 312 $ 308 $ 993

Purchases from related parties (2)

56,427 41,717 26,276

CVR Energy subsidiary $ 4 $ 312 $ 308

CVRP JV 3,613 — —

Expenses from related parties:

CVR Energy subsidiary 21,336 24,149 17,293

CVR Services 28,505 32,278 24,424

Due to related parties (3)

$ 4,341 $ 4,518

(1) Sales to related parties, included in Net sales, consist primarily of sales of feedstocks and services to CRRM under the Coffeyville MSA.

(2) Purchases from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses, consist primarily of pet coke and hydrogen purchased from CRRM under the Coffeyville MSA.

(3) Due to related parties, included in Accounts payable to affiliates, consist primarily of amounts payable for feedstocks and other supplies and services provided by CRRM and CVR Services under the Coffeyville MSA and the Corporate MSA.

Environmental Agreement

CRNF is a party to an environmental agreement with CRRM which provides for certain indemnification and access rights in connection with environmental matters affecting CVR Energy’s Coffeyville refinery and the Coffeyville Facility.

To the extent that liability arises from environmental contamination that is caused by CRRM but is also commingled with environmental contamination caused by CRNF, CRRM may elect, in its sole discretion and at its own cost and expense, to perform government mandated environmental activities relating to such liability, subject to certain conditions and provided that CRRM will not waive any rights to indemnification or compensation otherwise provided for in the agreement.

No liability under this agreement was recorded as of December 31, 2022 and 2021.

In February 2023, CRRM assigned its interests in the Environmental Agreement to an affiliate, which is a newly formed, indirect wholly-owned subsidiary of CVR Energy, following consent to such assignment by CRNF.

December 31, 2022 | 73

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Terminal and Operating Agreement

CRNF entered into a lease and operating agreement with Coffeyville Resources Terminal, LLC, an indirect wholly owned subsidiary of CVR Energy (“CRT”), under which it leases the premises located at Phillipsburg, Kansas to be utilized as a UAN terminal.

The initial term of the agreement will expire in May 2032, provided, however, CRNF may terminate the lease at any time during the initial term by providing 180 days prior written notice.

In addition, this agreement will automatically renew for successive five-year terms, provided that CRNF may terminate the agreement during any renewal term with at least 180 days written notice.

Under the terms of this agreement, CRNF will pay CRT $ 1.00 per year for rent, $ 4.00 per ton of UAN placed into the terminal, and $ 4.00 per ton of UAN taken out of the terminal.

Property Exchange

On October 18, 2019, the Conflicts Committee of the Board and on October 22, 2019, the audit committee of CVR Energy each agreed to authorize the exchange of certain parcels of property owned by subsidiaries of CVR Energy with an equal number of parcels owned by subsidiaries of CVR Partners, all located in Coffeyville, Kansas (the “Property Exchange”).

On February 19, 2020, a subsidiary of CVR Energy and a subsidiary of CVR Partners executed the Property Exchange agreement.

This Property Exchange will enable each such subsidiary to create a more usable, contiguous parcel of land near its own operating footprint.

CVR Energy and the Partnership accounted for this transaction in accordance with the FASB ASC Topic 805-50, Business Combinations (“Topic 805-50”), guidance on transferring assets between entities under common control.

This transaction had a net impact to the Partnership’s partners’ capital of less than $ 0.1 million.

(1) Sales to related parties, included in Net sales in our consolidated financial statements, consist of (a) sales of feedstocks and services under the Coffeyville MSA and (b) CO sales to CVRP JV and its subsidiaries.

(2) Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our consolidated financial statements, consist primarily of purchases of pet coke and hydrogen under the Coffeyville MSA and management and other professional services from CVR Services under the Corporate MSA.

(3) Due to related parties, included in Accounts payable to affiliates, consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA.

Distributions to CVR Partners’ Unitholders

1 unchanged sentence

Cash distributions are made to the common unitholders of record on the applicable record date, generally within 60 days after the end of each quarter.

Available cash for each quarter is determined by the Board following the end of such quarter.

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

Available Cash for Distribution for each quarter is determined by the Board following the end of such quarter.

Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution, are subject to change at the discretion of the Board.

The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, as of December 31, 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding):

Quarterly Distributions Paid (in thousands)

Related Period Date Paid Quarterly Distributions Per

Common Unit Public Unitholders CVR Energy Total

2021 - 4th Quarter March 14, 2022 $ 5.24 $ 35,576 $ 20,394 $ 55,970

2022 - 1st Quarter May 23, 2022 2.26 15,091 8,796 23,887

2022 - 2nd Quarter August 22, 2022 10.05 67,109 39,115 106,225

2022 - 3rd Quarter November 21, 2022 1.77 11,819 6,889 18,708

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2022 - 4th Quarter

March 13, 2023 $ 10.50 $ 70,115 $ 40,866 $ 110,981

2023 - 1st Quarter

May 22, 2023 10.43 69,647 40,594 110,241

2023 - 2nd Quarter

August 21, 2023 4.14 27,646 16,113 43,759

2023 - 3rd Quarter

November 20, 2023 1.55 10,350 6,033 16,383

Total 2023 quarterly distributions

$ 26.62 $ 177,759 $ 103,605 $ 281,364

December 31, 2023 | 75

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Quarterly Distributions Paid (in thousands)

Related Period Date Paid Quarterly Distributions Per

Common Unit Public Unitholders CVR Energy Total

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2021 - 4th Quarter

March 14, 2022 $ 5.24 $ 35,576 $ 20,394 $ 55,970

2022 - 1st Quarter

May 23, 2022 2.26 15,091 8,796 23,887

2022 - 2nd Quarter

4 unchanged sentences

$ 19.32 $ 129,597 $ 75,193 $ 204,790

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

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

Quarterly Distributions Paid (in thousands)

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2021 - 2nd Quarter

August 23, 2021 $ 1.72 $ 11,678 $ 6,694 $ 18,372

2021 - 3rd Quarter

November 22, 2021 2.93 19,893 11,404 31,297

Total 2021 quarterly distributions

$ 4.65 $ 31,571 $ 18,098 $ 49,669

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

For the fourth quarter of 2023, the Partnership, upon approval by the Board on February 20, 2024, declared a distribution of $ 1.68 per common unit, or $ 17.8 million, which is payable March 11, 2024 to unitholders of record as of March 4, 2024.

December 31, 2022 | 74

CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Of this amount, CVR Energy will receive approximately $ 6.5 million, with the remaining amount payable to public unitholders.

10 unchanged sentences

Financing cash flows from finance leases — — 96

Non-cash investing and financing activities:

Noncash investing and financing activities:

Change in capital expenditures included in accounts payable 4,885 ( 3,222 ) 5,092

Change in deferred financing costs included in accounts payable — — 675

(11) Subsequent Events

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

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

In January 2023, we received an initial upfront payment, net of expenses, of approximately $ 18.1 million and could receive up to an additional $ 60 million in payments through March 31, 2030, if certain carbon oxide capture and sequestration milestones are met, subject to the terms of the applicable agreements.

The foregoing summaries of the agreements do not purport to be complete and are qualified in their entirety by the terms of the relevant agreements, which will be filed with the Partnership’s Quarterly Report on Form 10-Q for the period ended March 31, 2023.

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

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

December 31, 2023 | 76

1 unchanged sentence

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data