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Item 7. Management’s Discussion and Analysis

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition, results of operations and cash flow should be read in conjunction with our consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report.

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with our consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors” of this Report.

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.

This discussion and analysis covers the years ended December 31, 2024 and 2023 and discusses year-to-year comparisons between such periods.

The discussions of the year ended December 31, 2021 and year-to-year comparisons between the years ended December 31, 2022 and 2021 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on February 22, 2023, and such discussions are incorporated by reference into this Report.

The discussions of the year ended December 31, 2022 and year-to-year comparisons between the years ended December 31, 2023 and 2022 are not included in this Annual Report on Form 10-K but can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 21, 2024, and such discussions are incorporated by reference into this Report.

Reflected in this discussion and analysis is how management views the Partnership’s current financial condition and results of operations along with key external variables and management actions that may impact the Partnership.

Understanding significant external variables, such as market conditions, weather, and seasonal trends, among others, and management actions taken to manage the Partnership, address external variables, among others, which will increase users’ understanding of the Partnership, its financial condition and results of operations.

This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs.

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(“CVR Energy”) to own, operate, and grow its nitrogen fertilizer business.

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

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”).

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.

Our principal products are ammonia and urea ammonium nitrate (“UAN”).

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Strategy and Goals

The Partnership has adopted Mission and Values, which articulate the Partnership’s expectations for how it and its employees do business each and every day.

The Partnership has adopted Mission and Core Values, which articulate the Partnership’s expectations for how it and its employees do business each and every day.

Mission and Core Values

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• Reliability - Our goal is to achieve industry-leading utilization rates at both of our facilities through safe and reliable operations.

We are focusing on improvements in day-to-day plant operations, identifying alternative sources for plant inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain plant operations at their highest level.

We are focusing on improvements in day-to-day facility operations, identifying alternative sources for facility inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain facility operations at their highest level.

• Market Capture - We continuously evaluate opportunities to improve the facilities’ realized pricing at the gate and reduce variable costs incurred in production to maximize our capture of market opportunities.

• Financial Discipline - We strive to be as efficient as possible by maintaining low operating costs and disciplined deployment of capital.

Following good faith bargaining by East Dubuque Nitrogen Fertilizers, LLC (“EDNF”), the United Automobile Workers Union and its Local 1391 representing approximately 90 employees at the East Dubuque Facility went on strike on October 18, 2023 after its collective bargaining agreement expired the previous day.

The East Dubuque Facility has continued to operate and is currently expected to continue normal operations during the strike.

Environmental, Social & Governance (“ESG”) Highlights

In the past year, we achieved numerous milestones through our commitment to ESG initiatives, including environmental and safety stewardship, diversity and inclusion, community outreach and sound corporate governance.

In December 2023, we published a 2022 Environmental, Social & Governance Report (“2022 ESG Report”) which is based on the Sustainability Accounting Standards Board standards and is available at CVR Partner’s website at www.CVRPartners.com.

In January 2025, we published a 2023 Environmental, Social & Governance Report (“2023 ESG Report”), which continues to benchmark performance against specific Sustainability Accounting Standards Board metrics and is available at CVR Partner’s website at www.CVRPartners.com.

The 2023 ESG Report does not constitute a part of, and is not incorporated by reference into, this Annual Report on Form 10-K or any other report we file with (or furnish to) the Securities and Exchange Commission (the “SEC”), whether made before or after the date of this Annual Report on Form 10-K.

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Industry Factors and Market Indicators

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The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors, including the global supply and demand for nitrogen fertilizer products which, in turn, depends on world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, and the extent of government intervention in agriculture markets, among other factors.

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Nitrogen fertilizer prices are also affected by local factors, including local market conditions and the operating levels of competing facilities.

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General Business Environment

The Partnership believes the general business environment in which it operates will continue to remain volatile, driven by uncertainty around the availability and prices of its feedstocks, demand for its products, inflation, and global supply disruptions.

As a result, future operating results and current and long-term financial conditions could be negatively impacted if economic conditions decline and remain volatile.

The Partnership is not able at this time to predict the extent to which these events may have a material, or any, effect on its financial or operational results in future periods.

Regulatory Environment - Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including the ones related to corn-based ethanol and sustainable aviation fuel production or consumption can directly impact our business.

In August 2022, the Inflation Reduction Act was passed and introduced the Clean Fuel Production Credit incentivizing lower Carbon Intensity feedstocks, including corn oil, which may increase demand for corn planting.

The Partnership believes the general business environment in which it operates will continue to remain volatile, driven by uncertainty around the availability and prices of its feedstocks, demand for and prices of its products, inflation, and existing and potential future global supply disruptions.

As a result, future operating results and current and long-term financial conditions could be negatively impacted if economic conditions remain volatile and/or decline.

The Partnership is not able at this time to predict the extent to which these conditions may have a material, or any, effect on its financial or operational results in future periods.

In June 2023, the United States Environmental Protection Agency (“EPA”) announced the renewable volume obligations for 2023, 2024, and 2025, which maintained the conventional biofuel blending level at 15 billion gallons.

These actions lead us to believe that the demand on food, in particular corn, for fuel will remain strong for the foreseeable future and support farmer economics that incentivize the use of nitrogen-based fertilizers.

In contrast, in April 2023, the EPA announced the proposed federal vehicle emission standards for 2027 through 2032, which, if finalized, would significantly reduce the use of internal combustion engine vehicles and the demand for liquid fuels including ethanol.

In contrast, in March 2024, the EPA finalized new motor vehicle emission standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond, which could significantly reduce the use of internal combustion engine vehicles and the demand for liquid fuels, including ethanol.

In 2023, production of ethanol consumed approximately 37% of the annual United States corn crop used by the market.

Geopolitical Matters - The conflict between Israel and Hamas, which began in October 2023, and the ongoing Russia-Ukraine war, could significantly impact global fertilizer and agriculture markets.

These conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as the enforcement of sanctions, and could disrupt the production and trade of fertilizer, grains, and feedstock through several means, such as trade restrictions.

The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.

Partnership Initiatives

The Partnership has been conducting engineering studies on the potential to utilize natural gas as an optional feedstock to pet coke at its Coffeyville Facility.

Based on these studies, CVR Partners subsidiaries could utilize either natural gas or pet coke to produce nitrogen fertilizer by making certain modifications to the plant.

If this project is approved by the board of directors of our general partner (the “Board”) and successfully implemented, it could allow the Partnership to choose the lowest cost feedstock for production and would make the Coffeyville Facility the only nitrogen fertilizer plant in the U.S.

with that feedstock flexibility.

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There have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels.

While the Biden Administration had advanced significant climate-related initiatives, including stricter EPA motor vehicle emissions standards and the SEC’s proposed climate risk disclosure rule, recent changes under the Trump Administration following the 2024 U.S.

presidential election has begun to and may further shift regulatory priorities.

Through executive orders and regulatory rollbacks, certain of these initiatives have been curtailed or reevaluated, creating a more uncertain regulatory landscape, which may materially impact our business, operations, compliance costs, results and market stability.

Geopolitical Matters - The Middle East conflict, which began in October 2023 and impacted global fertilizer and agriculture markets, alongside other conflicts, like the ongoing Russia-Ukraine war, continue to present significant geopolitical risks to global markets as does the potential for future trade wars and the potential changes in U.S.

economic trade policy.

These concerns, including the enforcement of sanctions, could lead to disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions.

The ultimate outcome of these conflicts and/or economic policy, or further escalation or expansion thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.

Market Indicators

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Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle.

Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N fixation”.

Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N

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As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle.

Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle as shown by the chart presented below for 2023, 2022, and 2021.

Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle as shown by the chart presented below.

The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres.

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Multiple refiners have announced renewable diesel expansion projects for 2025 and beyond, which should only increase the demand for soybeans and potentially for corn and canola.

The United States Department of Agriculture (“USDA”) data shows that in spring 2023 farmers planted 94.6 million corn acres, representing an increase of 6.8% as compared to 88.6 million corn acres in 2022.

Planted soybean acres for spring 2023 are 83.6 million, representing a decrease of 4.5% as compared to 87.5 million soybean acres in 2022.

The combined corn and soybean planted acres of 178.2 million in 2023 is an increase of 1.2% compared to the acreage planted in 2022.

The United States Department of Agriculture (“USDA”) estimates that in spring 2024 farmers planted 90.7 million corn acres, representing a decrease of 4.1% as compared to 94.6 million corn acres in 2023.

Planted soybean acres for spring 2024 are 87.1 million, representing an increase of 4.2% as compared to 83.6 million soybean acres in 2023.

The combined corn and soybean planted acres of 177.8 million in 2024 is in line with the acreage planted in 2023.

Due to lower input costs in 2024 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2024.

Lower inventory levels of corn and soybeans are expected to be supportive of grain prices into the spring of 2024.

Inventory levels of corn and soybeans are expected to be supportive of grain prices into the spring of 2025.

Ethanol is blended with gasoline to meet renewable fuel standard requirements and for its octane value.

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(2) Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of December 31, 2024.

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Weather continues to be a critical variable for crop production.

Even with high planted acres and trendline yields per acre in the U.S., global inventory levels for corn and soybeans remain below historical levels and prices have remained elevated.

With tight grain and fertilizer inventory levels driven by the conflict in Ukraine, prices for grains remained elevated through 2023, although below the elevated prices experienced in the spring of 2022.

Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2023 planting season and fall 2023 ammonia application, primarily due to elevated grain prices and favorable weather conditions for planting and fertilizer application.

Even with high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn and soybeans remain near historical 10-year averages and prices have remained elevated.

Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2024 planting season, primarily due to elevated grain prices and favorable weather conditions for planting.

Fertilizer input costs have been volatile since the fall of 2021.

Natural gas prices were elevated in the fall of 2022 due to shortages in Europe and demand being driven by building natural gas storage for winter.

Winter 2022/2023 weather was warmer than average in Europe and when combined with natural gas conservation measures caused demand and prices for natural gas in Europe to fall significantly in the first quarter of 2023 and remain below the 2021/2022 price levels.

The decline in natural gas prices has led to a significant reduction in the price for nitrogen fertilizer globally due to lower input costs.

While we expect that natural gas prices might remain below the elevated levels experienced in 2022 in the near term, we believe that the structural shortage of natural gas in Europe will continue to be a source of volatility into 2024.

Although pet coke prices remain elevated compared to historical levels, third-party pet coke prices have declined into 2024.

Winter 2023/2024 weather was warmer than average in Europe and when combined with natural gas conservation measures caused demand and prices for natural gas in Europe to fall significantly in the first quarter of 2024 and remain below the 2021/2022 price levels throughout 2024.

The decline in natural gas prices, and the resulting reversal of capacity curtailments, among other factors, has led to a significant reduction in the price for nitrogen fertilizer from peak prices.

Although pet coke prices had been elevated since 2021 due to

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higher natural gas prices compared to historical levels, as natural gas prices remained low in 2024, third-party pet coke prices declined into 2024 and fell further into 2025.

Partnership Initiatives

The Partnership is nearing completion of engineering studies on the potential to utilize natural gas as an optional feedstock to pet coke at its Coffeyville Facility.

Based on these studies, we believe the Coffeyville Facility could utilize either natural gas or pet coke to produce nitrogen fertilizer by making certain modifications to the facility.

If this project is approved by the board of directors of our general partner (the “Board”) and successfully implemented, it could allow the Partnership to choose the optimal feedstock mix for production and would make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with that feedstock flexibility.

As part of growth capital projects, the Partnership has undertaken several initiatives to continually improve reliability of its Facilities.

In December 2024, an additional piece of oxygen equipment was installed to provide better reliability of a third-party air separation plant which supplies contract volumes of oxygen, nitrogen, and compressed dry air to the Coffeyville Facility gasifiers.

The charts below show relevant market indicators by month through December 31, 2024:

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Consolidated Ammonia Utilization

On a consolidated basis, utilization increased 19% to 100% for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This increase was primarily due to reduced production volumes and utilization during the planned turnarounds at both facilities in the third quarter of 2022, which subsequently improved operational reliability.

In addition, there was increased unplanned downtime in 2022 associated with the Messer air separation plant (the “Messer Outages”) at the Coffeyville Facility and various pieces of equipment being down at the East Dubuque Facility.

Ammonia Utilization Rate

On a consolidated basis, utilization decreased 4% to 96% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the 14-day planned outage at the Coffeyville Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities (the “ 2024 Outages”) in the current period.

Sales and Pricing per Ton - Two of our key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate.

Product pricing at the gate represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.

Sales (thousand tons)

Product Pricing at Gate ($ per ton)

For the year ended December 31, 2023, total product sales volumes were favorable driven by reduced production volumes and utilization during the planned turnarounds at both facilities in the third quarter of 2022, which subsequently improved operational reliability.

In addition, the facilities experienced minimal unplanned downtime in 2023 compared to 2022 due to the Messer Outages at the Coffeyville Facility and various pieces of equipment being down at the East Dubuque Facility in 2022.

Product pricing at gate represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.

Ammonia Sales Volumes and Pricing UAN Sales Volumes and Pricing

For the year ended December 31, 2024, total product sales volumes were unfavorable driven by reduced production volumes resulting from the 2024 Outages in the current period.

For the year ended December 31, 2024, total product sales were unfavorable driven by sales price decreases of 16% for ammonia and 20% for UAN during the year.

Ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices and increased global supplies of nitrogen fertilizers.

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Ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices reducing input costs and lower planted acres of corn in the U.S.

Production Volumes - Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products.

Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products.

Net tons available for sale represents the ammonia available for sale that was not

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upgraded into other fertilizer products.

The table below presents these metrics for the years ended December 31, 2024, 2023, and 2022:

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Our East Dubuque Facility uses natural gas in its production of ammonia.

The table below presents these feedstocks for both facilities for the years ended December 31, 2023, 2022, and 2021:

The table below presents these feedstocks for the Facilities for the years ended December 31, 2024, 2023, and 2022:

Year Ended December 31,

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Financial Highlights

Overview - For the year ended December 31, 2023, the Partnership’s operating income and net income were $201.4 million and $172.4 million, respectively, representing declines of $118.5 million and $114.4 million, respectively, compared to operating income and net income of $319.9 million and $286.8 million, respectively, for the year ended December 31, 2022.

These variances were primarily driven by decreased product sales prices, offset by increased production and sales volumes, compared to 2022.

Overview - For the year ended December 31, 2024, the Partnership’s operating income and net income were $90.4 million and $60.9 million, respectively, compared to operating income and net income of $201.4 million and $172.4 million, respectively, for the year ended December 31, 2023.

These decreases were driven primarily by lower product sales prices attributable to natural gas prices reducing input costs and driving an overall decrease in market prices and unfavorable product sales volume driven by reduced production volumes resulting from the 2024 Outages in the current period, partially offset by favorable utility costs due to lower natural gas and electricity prices.

Net Sales Operating Income

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(1) See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.

Net Sales - Net sales decreased by $154.1 million to $681.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This decrease was primarily due to unfavorable UAN and ammonia pricing conditions which reduced revenue by $373.5 million, partially offset by increased sales volumes which contributed $210.0 million in higher revenue compared to the year ended December 31, 2022.

Net Sales - For the year ended December 31, 2024, net sales was $525.3 million compared to $681.5 million for the year ended December 31, 2023.

This decrease was primarily due to unfavorable UAN and ammonia pricing conditions and sales volumes which lowered revenues by $103.4 million and $47.1 million, respectively.

For the years ended December 31, 2024 and 2023, net sales included $36.3 million and $42.1 million in freight revenue and $16.6 million and $18.2 million in other revenue, respectively.

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Ammonia (25,737) (5,315)

For the year ended December 31, 2023 compared to the year ended December 31, 2022, ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices and increased global supplies of nitrogen fertilizers in the current year.

Total product sales volumes were favorable driven by reduced production volumes and utilization during the planned turnarounds at both facilities in the third quarter of 2022, which subsequently improved operational reliability.

In addition, there was minimal unplanned downtime in 2023 compared to 2022 due to the Messer Outages at the Coffeyville Facility and various pieces of equipment being down at the East Dubuque Facility in 2022.

For the year ended December 31, 2024 compared to the year ended December 31, 2023, ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices reducing input costs and driving an overall decrease in market prices, paired with lower planted corn acres in the U.S.

Total product sales volumes were unfavorable driven by reduced production volumes resulting from the 2024 Outages in the current period.

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Cost of Materials and Other - For the year ended December 31, 2024, cost of materials and other was $104.1 million compared to $134.4 million for the year ended December 31, 2023.

The $3.5 million increase was driven primarily by higher third-party pet coke feedstock costs, partially offset by lower natural gas feedstock costs in the current period.

The decrease was driven primarily by lower pet coke and natural gas feedstock costs, as discussed above, combined with favorable inventory impacts in the current period.

Direct Operating Expenses (exclusive of depreciation and amortization) - For the year ended December 31, 2024, direct operating expenses (exclusive of depreciation and amortization) were $214.2 million compared to $234.9 million for the year ended December 31, 2023.

The $35.3 million decrease was primarily due to turnaround expenses in the prior period associated with the planned turnarounds taking place at both facilities in the third quarter of 2022, coupled with decreased personnel costs from share-based compensation and lower natural gas and electricity costs in the current period.

Depreciation and Amortization Selling, General, and Administrative Expenses and Loss on Asset Disposal

Depreciation and Amortization Expense - Depreciation and amortization expense decreased $2.4 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily as a result of various assets being fully depreciated in the prior period, as well as fluctuations in depreciation capitalized to inventory.

Selling, General, and Administrative Expenses and Loss on Asset Disposal - Selling, general and administrative expenses and Loss on asset disposal, combined, decreased approximately $1.4 million for the year ended December 31, 2023 compared

The decrease was primarily due to favorable utility costs due to lower natural gas and electricity prices combined with favorable inventory impacts in the current period.

Depreciation and Amortization Selling, General, and Administrative Expenses

Depreciation and Amortization Expense - For the year ended December 31, 2024, depreciation and amortization expense was $88.1 million compared to $79.7 million for the year ended December 31, 2023.

This increase was primarily due to accelerated depreciation related to planned asset retirements, including granular plant production assets, and due to additions to property, plant, and equipment during the current period, partially offset by fluctuations in depreciation capitalized to inventory and retirement of fully depreciated assets.

Selling, General, and Administrative Expenses - For the year ended December 31, 2024, Selling, general and administrative expenses was $28.4 million compared to $29.5 million for the year ended December 31, 2023.

The decrease was primarily

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to the year ended December 31, 2022.

The decrease was primarily related to lower share-based compensation due to a decrease in market prices for CVR Partners’ common units in the current period.

related to lower share-based compensation due to a decrease in market prices for CVR Partners’ common units in the current period, partially offset by an increase in other personnel costs.

Non-GAAP Measures

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We incurred turnaround expenses of $0.5 million, $1.8 million, and $33.4 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The next planned turnarounds are currently scheduled to take place in 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility.

The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility.

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EBITDA and Adjusted EBITDA 178,900 281,095 403,163

Current (reserves) adjustments for operating activities (1)

Adjustments (Reserves)/Releases:

Accrued interest expense (excluding capitalized interest) (34,173) (33,885) (34,733)

Future operating needs (1)

— (6,350) (2,700)

Current (reserves) adjustments for investing activities (2)

Capital expenditures (2)

(59,114) (56,400) (40,794)

Current (reserves) adjustments for financing activities (3)

Turnaround expenditures, net (3)

(12,947) (11,543) 13,011

Equity method investment (4)

(1,155) 15,776 —

Principal payments on senior secured notes and deferred financing costs — (500) (65,814)

Repurchase of common units — — (12,398)

Available cash for distribution (5)

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Common units outstanding 10,570 10,570 10,681

(1) Includes reserves for debt service (interest expense) and other future operating needs.

(2) Includes reserves for future capital expenditures, including turnarounds, and other future investing activities, as well as cash impacts from equity method investments.

(3) Includes reserves for debt financing, repurchase of common units and other future financing activities.

(4) Amount represents the cumulative available cash based on full year results.

However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the period following declaration.

(1) Amount consists of adjustment of expenses incurred by the city of Coffeyville during winter storm Uri in 2021 and cash impacts thereof and reserves established by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.

(2) Amount consists of maintenance capital expenditures, including additional reserves for future growth projects of $29.1 million and $28.4 million for the years ended December 31, 2024 and 2023.

There were no reserves for future growth projects for year ended December 31, 2022.

(3) Amount consists of reserves for periodic, planned turnarounds, net of expenditures incurred in the period.

(4) Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the 45Q Transaction.

(5) Amount represents the cumulative available cash for distribution based on full year results.

However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the following period.

The Partnership declared and paid cash distributions of $1.68, $1.92, $1.90, and $1.19 per common unit related to the fourth quarter of 2023, and the first, second, and third quarters of 2024, respectively, and declared a cash distribution of $1.75 per common unit related to the fourth quarter of 2024, to be paid in March 2025.

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Our principal source of liquidity has historically been and continues to be cash from operations, which can include cash advances from customers resulting from prepay contracts.

Our principal uses of cash are for working capital, capital expenditures, funding our debt service obligations, and paying distributions to our unitholders, as further discussed below.

Current geopolitical matters, such as the conflict between Israel and Hamas and the ongoing Russia-Ukraine war, have contributed to the volatile fertilizer and agricultural market conditions, driving uncertainty around the availability and prices of feedstocks, demand for products, inflation, and global supply disruptions.

Despite the volatility in commodity pricing, nitrogen fertilizer product pricing remains above the recent 5-year average and has not significantly impacted our primary source of liquidity.

When considering the market conditions and actions described above, we currently believe that our cash from operations and existing cash and cash equivalents, along with borrowings and reserves, as necessary, will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months.

As further discussed below, our principal uses of cash are for working capital, capital expenditures, funding our debt service obligations, and paying distributions to our unitholders.

When considering the market conditions and current geopolitical matters, we currently believe that our cash from operations and existing cash and cash equivalents, along with borrowings and reserves, as necessary, will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months.

However, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors including, but not limited to, rising material and labor costs and other inflationary pressures.

Additionally, our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future performance, which is subject to operating performance, as well as general economic, political, financial, competitive, and other factors, some of which may be beyond our control.

Depending on the needs of our business, contractual limitations, and market conditions, we may from time to time seek to issue equity securities, incur additional debt, issue debt securities, or redeem, repurchase, refinance, or retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise, but we are under no obligation to do so.

There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all.

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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 associate (“Wells Fargo”), as administrative agent, collateral agent and a 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.

Refer to Part II, Item 8, Note 8 (“Long-Term Debt”) of this Report for further discussion.

debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise.

There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all.

The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of December 31, 2024 and through the date of filing, as applicable.

We do not have any “off-balance sheet arrangements” as such term is defined within the rules and regulations of the SEC.

Cash and Other Liquidity

As of December 31, 2023, we had cash and cash equivalents of $45.3 million, including $2.5 million of customer advances.

Combined with $39.0 million available under our ABL Credit Facility, we had total liquidity of $84.3 million as of December 31, 2023.

As of December 31, 2022, we had $86.3 million in cash and cash equivalents, including $13.7 million of customer advances.

Long-term debt consists of the following:

As of December 31, 2024, we had cash and cash equivalents of $90.9 million and, combined with $38.9 million available under our ABL Credit Facility, we had total liquidity of $129.8 million as of December 31, 2024.

As of December 31, 2023, we had $45.3 million in cash and cash equivalents and, combined with $39.0 million available under our ABL Credit Facility, we had total liquidity of $84.3 million.

Long-term debt consisted of the following:

(in thousands) 2024 2023

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Total long-term debt $ 547,848 $ 547,308

As of December 31, 2023, the Partnership had the 6.125% Senior Secured Notes, due June 2028 (the “2028 Notes”) and the ABL Credit Facility, the proceeds of which may be used to fund working capital and capital expenditures, and for other general corporate purposes.

As of December 31, 2024, the Partnership had outstanding its 6.125% Senior Secured Notes, due June 2028 (the “2028 Notes”) and the ABL Credit Facility, the proceeds of which may be used to fund working capital and capital expenditures, and for other general corporate purposes.

Refer to Part II, Item 8, Note 8 (“Long-Term Debt”) of this Report for further information.

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Maintenance capital spending includes non-discretionary maintenance projects and projects required to comply with environmental, health, and safety regulations.

Growth capital projects generally involve an expansion of existing capacity and/or a reduction in direct operating expenses.

We undertake growth capital spending based on the expected return on incremental capital employed.

Growth capital projects generally involve an expansion of existing capacity, reliability improvements, and/or reducing direct operating expenses.

We undertake growth capital spending based on the expected return on incremental capital employed, which is typically funded by reserves taken in prior years.

Our total capital expenditures for the years ended December 31, 2024 and 2023, along with our estimated expenditures for 2025 are as follows:

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Total capital expenditures $ 37,063 $ 29,081 $55,000 - 70,000

Our estimated capital expenditures are subject to change due to changes in the cost, scope, and completion time for capital projects.

For example, we may experience changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the nitrogen fertilizer facilities.

Our estimated capital expenditures are subject to change due to changes in capital projects’ cost, scope, and completion time.

For example, we may experience changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the Facilities.

We may also accelerate or defer some capital expenditures from time to time.

Capital spending for CVR Partners is determined by the Board.

The Board determines capital spending for CVR Partners.

We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans.

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We incurred turnaround expenses of $0.5 million, $1.8 million, and $33.4 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The next planned turnarounds are currently scheduled to take place in 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility.

The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility.

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Cash Requirements

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4,996 14,346 19,342

Finance lease obligations (3)

3,145 41,452 44,597

Purchase commitments (4)

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(2) Interest payments related to debt obligations consist of interest payments for our long-term debt outstanding as of December 31, 2024 and commitment fees on the unutilized commitments of the ABL Credit Facility.

(3) Operating lease liabilities are described in Part II, Item 8, Note 6 (“Leases”) of this Report.

(4) Consists primarily of purchase obligations for pet coke and other feedstocks, as well as water and utilities usage.

(3) Operating lease liabilities and finance lease obligations are described in Part II, Item 8, Note 6 (“Leases”) of this Report.

(4) Consists primarily of purchase obligations for pet coke, oxygen, nitrogen, and other feedstocks, as well as water and utilities usage.

(5) Includes purchase obligations related to the transportation of feedstocks.

Distributions to Unitholders

The current policy of the Board is to distribute all Available Cash for Distribution, as determined by the Board in its sole discretion, the Partnership generated on a quarterly basis.

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

The current policy of the Board is to distribute all Available Cash for Distribution, as determined by the Board in its sole discretion, the Partnership generates on a quarterly basis.

The Board will determine Available Cash for Distribution for each quarter following the end of such quarter.

Available Cash for Distribution for each quarter is calculated as EBITDA for the quarter excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, debt service and other contractual obligations, and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion.

Available Cash for Distribution may be increased by the release of previously established cash reserves, if any, and other excess cash, at the discretion of the Board.

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, during 2023 and 2022 (amounts presented in the table below may not add to totals presented due to rounding):

Available Cash for Distribution may be increased by releasing previously established cash reserves, if any, and other excess cash, at the discretion of the Board.

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

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

Quarterly Distributions Paid (in thousands)

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$ 6.69 $ 44,673 $ 26,037 $ 70,710

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Quarterly Distributions Paid (in thousands)

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2022 - 4th Quarter

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

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Quarterly Distributions Paid (in thousands)

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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

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$ 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 and the fourth quarter of 2020.

For the fourth quarter of 2024, the Partnership, upon approval by the Board on February 18, 2025, declared a distribution of $1.75 per common unit, or $18.5 million, which is payable March 10, 2025 to unitholders of record as of March 3, 2025.

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

Of this amount, CVR Energy and IEP will receive approximately $6.8 million and $0.3 million, respectively, with the remaining amount payable to public unitholders.

Capital Structure

On May 6, 2020, the Board, on behalf of the Partnership, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021.

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, CVR Partners did not repurchase any common units.

During the years ended December 31, 2022 and 2021, CVR Partners repurchased 111,695 and 24,378 common units, respectively, on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $12.4 million and $0.5 million, respectively, exclusive of transaction costs, or an average price of $110.98 and $21.69 per common unit, respectively.

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

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

On May 6, 2020, the Board, on behalf of the Partnership, authorized a unit repurchase program, which was increased on February 22, 2021 (the “Unit Repurchase Program”).

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

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

From authorization through March 2022, CVR Partners repurchased, on a split-adjusted basis, 759,250 common units on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $20.0 million, exclusive of transaction costs, or an average price of $26.33 per common unit.

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

The following table sets forth our cash flows for the periods indicated below:

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Financing activities (73,071) (281,864) (283,018)

Net (decrease) increase in cash and cash equivalents $ (41,060) $ (26,177) $ 81,957

Net increase (decrease) in cash and cash equivalents $ 45,578 $ (41,060) $ (26,177)

Cash Flows from Operating Activities

The change in net cash flows from operating activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a decrease in net income of $111.5 million caused by lower sales prices attributable to natural gas prices reducing input costs and driving an overall decrease in market prices and unfavorable sales volume driven by reduced production volumes resulting from the 2024 Outages in the current period.

This is partially offset by a decrease in working capital of $13.8 million in 2024 compared to 2023 primarily due to favorable changes in accounts payable and other current liabilities, partially offset by unfavorable changes in inventory.

Cash Flows from Investing Activities

The change in net cash used in investing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a decrease in distributions received from CVR Partners’ equity method investment of $16.3 million in 2024 compared to 2023 and an increase in capital expenditures of $12.9 million during 2024 resulting from an increase in various capital projects in the current period compared to 2023.

December 31, 2024 | 48

Operating Activities

The change in net cash flows from operating activities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is primarily due to a $114.4 million decrease in net income as a result of lower product prices, partially offset by increased sales volumes and a $17.0 million decrease in noncash share-based compensation as a result of lower market prices for CVR Partners’ units.

This is partially offset by an increase in working capital of $70.6 million primarily due to increases in accounts receivable and inventories, partially offset by decreases in accounts payable and deferred revenue.

Investing Activities

The change in net cash used in investing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to distributions received from CVR Partners’ equity method investment of $21.5 million associated with the 45Q Transaction in 2023 and a decrease in capital expenditures of $20.5 million during 2023 resulting from reduced spending on capital projects compared to 2022.

Financing Activities

The change in net cash used in financing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to an increase of $76.6 million in cash distributions paid in 2023 compared to 2022.

This is partially offset by decreases of $65.0 million and $12.4 million used for the redemption of the remaining balance of the 2023 Notes and unit repurchases of the Partnership’s common units in 2022, respectively, with no corresponding amounts in 2023.

Cash Flows from Financing Activities

The change in net cash used in financing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a $210.7 million decrease in cash distributions in 2024 compared to 2023.

Recent Accounting Pronouncements

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The cost of our fertilizer product inventories is determined under the first-in, first-out (“FIFO”) method and our FIFO inventories are carried at the lower of cost or net realizable value.

We compare the estimated realizable value of inventories to their cost by product at each of our facilities.

We compare the estimated realizable value of inventories to their cost by product.

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

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

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

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

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Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in future expected cash flows.

If the sum of the undiscounted expected future cash flows of an asset group is less than the carrying value, including applicable liabilities, the carrying value is written down to its estimated fair value.

Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for

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which there are identifiable cash flows that are largely independent of the cash flows of other assets (for example, at a fertilizer facility level).

If the sum of the undiscounted expected future cash flows of an asset group is less than the carrying value, including applicable liabilities, the carrying value may be written down to its estimated fair value.

Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets.

In addition, when preparing the expected future cash flows or estimating the fair value of impaired assets, we make several estimates that include subjective assumptions related to future sales volumes, commodity prices, operating costs, discount rates, and capital expenditures, among others.

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 7. Management’s Discussion and Analysis