What changed in this filing

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Item 1. Business

2025-02-19 compared with 2024-02-21 · 81 added, 94 removed, 128 unchanged (58% of the section changed)

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(together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate and grow its nitrogen fertilizer business.

The Partnership produces nitrogen fertilizer products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”).

Both facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products, principally urea ammonium nitrate (“UAN”).

Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops, primarily corn and wheat.

The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat.

The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by its wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by its wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”).

The Facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products, principally urea ammonium nitrate (“UAN”).

The Partnership’s products are sold on a wholesale basis in the United States of America.

As used in these financial statements, references to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities, as the context may require.

References to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require.

Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum and renewables refining, marketing, and logistics operations.

Organizational Structure and Related Ownership

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Coffeyville Facility - We own and operate a nitrogen fertilizer production facility in Coffeyville, Kansas that includes a gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen, a 1,300 ton per day capacity ammonia unit and a 3,100 ton per day capacity UAN unit.

The Coffeyville Facility is the only nitrogen fertilizer plant in North America that utilizes a pet coke gasification process to produce nitrogen fertilizer.

The Coffeyville Facility’s largest raw material cost used in the production of ammonia is pet coke, which is purchased from CVR Energy and third parties.

For the years ended December 31, 2023, 2022, and 2021, the Partnership purchased approximately $40.5 million, $22.5 million, and $23.0 million, respectively, of pet coke, which equaled an average cost per ton of $78.14, $52.88, and $44.69, respectively.

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

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

The Coffeyville Facility is the only nitrogen fertilizer facility in North America that utilizes pet coke, which is purchased from CVR Energy and third parties, in a gasification process to produce hydrogen for use in manufacturing nitrogen fertilizer.

East Dubuque Facility - We own and operate a nitrogen fertilizer production facility in East Dubuque, Illinois that includes a 1,075 ton per day capacity ammonia unit and a 950 ton per day capacity UAN unit.

The East Dubuque Facility has the flexibility to vary its product mix, thereby enabling it to upgrade a portion of its ammonia production into varying amounts of UAN, nitric acid, and liquid and granulated urea, depending on market demand, pricing, and storage availability.

The East Dubuque Facility’s largest raw material cost used in the production of ammonia is natural gas, which is purchased from third parties.

For the years ended December 31, 2023, 2022, and 2021, the East Dubuque Facility incurred approximately $29.0 million, $46.0 million, and $31.8 million for feedstock natural gas used in production, respectively, which equaled an average cost of $3.42, $6.66, and $3.95 per MMBtu, respectively.

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

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

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

The East Dubuque Facility has the flexibility to vary its product mix, thereby enabling it to upgrade a portion of its ammonia production into varying amounts of UAN and nitric acid, depending on market demand, pricing, and storage availability.

The East Dubuque Facility utilizes natural gas, which is purchased from third parties, to produce hydrogen for use in manufacturing nitrogen fertilizer.

Agriculture Commodities and Seasonality

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

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

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

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

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

Because we primarily sell agricultural commodity products, our business is exposed to seasonal fluctuations in demand for nitrogen fertilizer products in the agricultural industry.

In addition, the demand for fertilizers is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers who make planting decisions based largely on the prospective profitability of a harvest.

The specific varieties and amounts of fertilizer they apply depend on factors like crop prices, farmers’ current liquidity, soil conditions, weather patterns, and the types of crops planted.

We typically experience higher net sales in the first half of the calendar year, which is referred to as the planting season, and net sales tend to be lower during the second half of each calendar year, which is referred to as the fill season.

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

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In addition, populations in developing countries are shifting to more protein-rich diets as their incomes increase, with such consumption requiring more grain for animal feed.

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

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As an example, China’s wheat and coarse grains production is estimated to have increased 48% between 2011 and 2024, but still failed to keep pace with increases in demand, prompting China to grow its wheat and coarse grain imports by 1,090% over the same period, according to the United States Department of Agriculture (“USDA”).

The United States is the world’s largest exporter of coarse grains, accounting for 30% of world exports and 26% of world production for the fiscal year ended December 31, 2024, according to the USDA.

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Based on Fertecon Limited’s (“Fertecon”) 2024 estimates, the United States is the world’s third largest consumer and importer of nitrogen fertilizer.

Fertecon is an agency which provides market information and analysis on fertilizers and fertilizer raw materials for fertilizer and related industries, as well as international agencies.

Fertecon estimates indicate that the United States represented 11% of total global nitrogen fertilizer consumption for 2023, with China and India as the top consumers representing 23% and 18% of total global nitrogen fertilizer consumption, respectively.

Fertecon is an agency which provides market information and

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analysis on fertilizers and fertilizer raw materials for fertilizer and related industries, as well as international agencies.

Fertecon estimates indicate that China, India, and the United States are the top consumers representing 27%, 17%, and 10% of total global nitrogen fertilizer consumption for 2024, respectively.

North American nitrogen fertilizer producers predominantly use natural gas as their primary feedstock.

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Raw Material Supply

Coffeyville Facility - During the past five years, approximately 41% of the Coffeyville Facility’s pet coke requirements, on average, were supplied by CVR Energy’s adjacent Coffeyville, Kansas refinery pursuant to a supply agreement between one of our subsidiaries and a subsidiary of CVR Energy (the “Coffeyville MSA”).

A key ingredient used in the manufacturing process of our nitrogen fertilizer products is hydrogen, which is sourced from pet coke gasification or natural gas.

The Partnership benefits from logistical advantages for both feedstocks, ensuring a stable and secure supply chain.

A substantial part of our pet coke requirements are supplied by CVR Energy’s adjacent Coffeyville, Kansas refinery pursuant to a supply agreement between one of our subsidiaries and a subsidiary of CVR Energy (the “Coffeyville MSA”).

In 2024, 2023, and 2022, our supply of pet coke from the Coffeyville refinery was approximately 46%, 43%, and 47%, respectively.

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

We have contracts with several vendors to supply third-party pet coke, which could be delivered by truck, railcar, or barge.

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

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

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

East Dubuque Facility - Our East Dubuque Facility is generally able to purchase natural gas at competitive prices due to its connection to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.

Historically, we have obtained the remainder of our pet coke requirements through third-party contracts with delivery provided by truck, railcar, or barge.

We are generally able to purchase natural gas at competitive prices due to the connection of our East Dubuque Facility to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.

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

As of December 31, 2023, we had commitments to purchase approximately 0.7 million MMBtus of natural gas supply for planned use in our East Dubuque Facility in January of 2024, at a weighted average rate per MMBtu of approximately $3.03, exclusive of transportation costs.

Marketing and Distribution

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UAN and ammonia, including freight, accounted for approximately 66% and 25%, respectively, of total net sales for the year ended December 31, 2024.

UAN and ammonia are primarily distributed by truck or railcar.

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

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

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

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

Our East Dubuque Facility primarily sells product to customers located within 200 miles of the facility.

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

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

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The Partnership distributes its nitrogen fertilizer products via railcars, primarily using the Union Pacific or Burlington Northern Santa Fe railroads, trucks for direct shipment to customers, and barges, as it has direct access to a barge dock on the Mississippi River.

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

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

In addition, given the East Dubuque Facility’s advantaged location in the heart of the agriculture country, the Partnership ships substantially all of its products within 200 miles of the facility.

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

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Contracts with customers generally contain fixed pricing and have terms of less than one year.

Our top two customers represented 25% and 30% of net sales for the years ended December 31, 2023 and 2022, respectively, and our top customer represented 13% of net sales for the year ended December 31, 2021.

Our top customer represented 14% of net sales for the year ended December 31, 2024, and our top two customers represented 25% and 30% of net sales for the years ended December 31, 2023 and 2022, respectively.

Nitrogen fertilizer production is a global market with competitors in every region of the world, with barge and rail distribution fostering healthy competition throughout the United States.

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

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

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

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

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We also encounter competition from producers of fertilizer products manufactured in foreign countries, including the threat of increased production capacity.

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

Because we primarily sell agricultural commodity products, our business is exposed to seasonal fluctuations in demand for nitrogen fertilizer products in the agricultural industry.

The specific varieties and amounts of fertilizer they apply depend on factors like crop prices, farmers’ current liquidity, soil conditions, weather patterns, and the types of crops planted.

In certain cases, foreign producers of fertilizer that export to the United States may be subsidized by their respective governments which could put us at a competitive disadvantage.

Environmental Matters

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Our operations require numerous permits, licenses, and authorizations.

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

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

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

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

Greenhouse Gas Footprint Reduction Efforts

The Partnership has generated carbon offset credits from voluntary nitrous oxide (“N 2 O”) abatement at its Coffeyville Facility since October 2020, with similar N 2 O abatement efforts at its East Dubuque Facility since June 2011.

From 2020 to 2023, the N 2 O abatement systems at the East Dubuque Facility’s two nitric acid plants and the Coffeyville Facility’s nitric acid plant have abated, on average, the annual release of approximately 277,000 and 340,000 metric tons of carbon dioxide-equivalent (“CO 2 e”), respectively.

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

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

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

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 and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030.

By combining our nitrous oxide abatement and CO 2 sequestration activities, we reduced our CO 2 e footprint by over 1.3 million metric tons in 2023.

In addition, our Coffeyville Facility is uniquely qualified to produce hydrogen and ammonia that could be certified ‘blue’ to a market that is increasingly demanding reduced carbon footprints.

These greenhouse gas footprint reduction efforts support our core Values of Environment and Continuous Improvement and our goal of continuing to

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produce nitrogen fertilizers that produce crops that help to feed the world’s growing population in the most environmentally responsible way possible.

The Federal Clean Air Act (“CAA”)

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The CAA affects the Partnership by extensively regulating the air emissions of sulfur dioxide (“SO 2 ”), volatile organic compounds, nitrogen oxides, and other substances.

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

Some or all of the regulations promulgated pursuant to the CAA, or any future promulgations of regulations, may require the installation of controls at or changes to our Facilities to maintain compliance.

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

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

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

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

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

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

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

Recent Greenhouse Gas Footprint Reduction Efforts

In October 2020, the Partnership announced that it generated its first carbon offset credits from voluntary nitrous oxide abatement at its Coffeyville Facility.

The Partnership has similar nitrous oxide abatement efforts at its East Dubuque Facility.

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

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

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

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

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

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

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(“EOR”) under an EPA-approved monitoring, reporting, and verification plan.

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”).

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

In addition, our Coffeyville Facility is uniquely qualified to produce hydrogen and ammonia that could be certified ‘blue’ to a market that is increasingly demanding reduced carbon footprints.

These greenhouse gas footprint reduction efforts support our core Values of Environment and Continuous Improvement and our goal of continuing to produce nitrogen fertilizers that produce crops that help to feed the world’s growing population in the most environmentally responsible way possible.

On January 20, 2025, under the new Trump Administration the White House issued Executive Order (“EO”) 14154 titled “Unleashing American Energy” that seeks to establish American energy dominance through, among other actions, purported revocation of certain Presidential and regulatory actions, abolishment of certain offices such as the American Climate Corps and the Interagency Working Group on the Social Cost of Greenhouse Gases and other actions including, for example, directives to revise permitting processes, promote domestic mining and energy production and eliminate the "electric vehicle mandate" by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles (“EVs”).

Also on January 20, 2025, the White House issued EO 14162, “Putting America First in International Environmental Agreements”, directing the United States’ withdrawal from the Paris Agreement under the United Nations Framework Convention on Climate Change.

While we cannot predict exactly how these EOs and their directives will impact our Facilities’ operations, it is possible that they could serve as a catalyst for potential agency action relevant to our business.

The Federal Clean Water Act (“CWA”)

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

In January 2021, the U.

Environmental Protection Agency (the “EPA”) announced it is undertaking a plan to review and update effluent standards for many industries.

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

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

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

In that announcement, the EPA prioritized those sectors that are ranked high in point source categories for total nitrogen discharges, including fertilizer manufacturers.

The EPA is continuing its review, which eventually could result in different regulations governing the Partnership.

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

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Government enforcement or third-party claims relating to releases of hazardous or extremely hazardous substances could result in significant expenditures and liability.

Resource Conservation and Recovery Act (“RCRA”)

Our Facilities are subject to the RCRA requirements for the generation, transportation, treatment, storage, and disposal of solid and hazardous wastes.

When feasible, RCRA-regulated materials are recycled instead of being disposed of on-site or off-site.

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

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

Environmental Remediation

As is the case with all companies engaged in similar industries, we face potential exposure from claims and lawsuits involving environmental matters, including soil and water contamination and personal injury or property damage allegedly caused by hazardous substances that we manufactured, handled, used, stored, transported, spilled, disposed of, or released.

The Coffeyville Facility has entered into an agreement with the Kansas Department of Health and Environment (“KDHE”) to address certain historical releases of UAN located on our property and comingled with legacy groundwater contamination from the adjacent Coffeyville refinery operated by a subsidiary of CVR Energy (the “Coffeyville Refinery”).

CRNF entered into an agreement with the Kansas Department of Health and Environment (“KDHE”) to address certain historical releases of UAN located on our property and comingled with legacy groundwater contamination from the adjacent Coffeyville refinery operated by a subsidiary of CVR Energy (the “Coffeyville Refinery”).

The cleanup provisions of our agreement with KDHE are held in abeyance so long as the Coffeyville Refinery conducts corrective action for these comingled historical releases in accordance with its Resource Conservation and Recovery Act (“RCRA”) permit.

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There is no assurance that we will not become involved in future proceedings related to the release of hazardous or extremely hazardous substances for which we have potential liability or that, if we were held responsible for damages in any existing or future proceedings, such costs would be covered by insurance or would not be material.

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Environmental Insurance

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

The policies insure any location owned, leased, rented, or operated by the Partnership, including our Facilities.

We are covered by CVR Energy’s site pollution legal liability insurance policies, which insure any location owned, leased, rented, or operated by the Partnership, including our Facilities.

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

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

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

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

In addition to the site pollution legal liability insurance policies, CVR Energy maintains and we are covered by certain general liability, umbrella and excess casualty insurance policies (collectively, the “Casualty Policies”) which generally include sudden and accidental pollution coverage.

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

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

Health, Safety, and Security Matters

We are subject to a number of federal and state laws and regulations related to safety, including the Occupational Safety and Health Act, which created the Occupational Safety and Health Administration (“OSHA”) and comparable state statutes, the purposes of which are to protect the health and safety of workers.

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purposes of which are to protect the health and safety of workers.

We are also subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable, or explosive chemicals.

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

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

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

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

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

Despite the expiration of the CFATS in June 2023, our Facilities continue to adhere to its requirements.

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

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

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

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

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

Workforce Profile

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Of these, 85 employees are covered by a collective bargaining agreement.

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Safety & Health

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

help guard against complacency;

help safeguard against complacency;

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

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

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

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

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

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

We encourage all employees to live our core Value of corporate citizenship by

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

Talent Management

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

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

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

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

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

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

We hold supervisor training program refresher sessions, at least quarterly, to reinforce topics covered in the in-person sessions, as well as to cover new topics including accountability, team building and other leadership skills and topics.

Diversity & Inclusion

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

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

We provide diversity and inclusion training that covers, among other topics, unconscious bias and encouraging diversity of experience and opinion.

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

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Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through our website under “Investor Relations”, as soon as reasonably practicable after the electronic filing or furnishing of these reports is made with the Securities and Exchange Commission (the “SEC”) at www.sec.gov.

In addition, our Corporate Governance Guidelines, Codes of Ethics and Business

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Conduct, and the charters of the Audit Committee, the Compensation Committee, and the Environmental, Health and Safety Committee of the Board of Directors of our general partner are available on our website.

In addition, our Corporate Governance Guidelines, Codes of Ethics and Business Conduct, and the charters of the Audit Committee, the Compensation Committee, and the Environmental, Health and Safety Committee of the Board of Directors of our general partner are available on our website.

These guidelines, policies, and charters are also available in print without charge to any unitholder requesting them.

2 unchanged sentences

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

What changed 10-K

Item 1. Business