UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q | | | | | | | | |
| (Mark One) |
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended | June 30, 20222023 |
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| OR |
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file number: 001-33492
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | | | | 61-1512186 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer
Identification No.) |
2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479
(Address of principal executive offices) (Zip Code)
(281) 207-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CVI | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☐☑ | Accelerated filer | ☑☐ | Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ | Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 100,530,599 shares of the registrant’s common stock outstanding at July 29, 2022.28, 2023.
TABLE OF CONTENTS
CVR Energy, Inc. - Quarterly Report on Form 10-Q
June 30, 20222023
| | PART I. Financial Information | PART I. Financial Information | | PART II. Other Information | | PART I. Financial Information | | PART II. Other Information | |
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This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” section of this filing.
Important Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, stock or unit repurchases, impacts of legal proceedings, projected costs, prospects, plans and objectives of management are forward-lookingforward looking statements. The words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” and similar terms and phrases are intended to identify forward-looking statements.
Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties, and other factors could cause actual results and trends to differ materially from those projected or forward looking. Forward looking statements, as well as certain risks, contingencies or uncertainties that may impact our forward looking statements, include but are not limited to the following:
•volatile margins in the refining industry and exposure to the risks associated with volatile crude oil, refined product and feedstock prices;
•the availability of adequate cash and other sources of liquidity for the capital needs of our businesses;
•the severity, magnitude, duration, and impacteffects arising out of the novel coronavirus 2019Russia-Ukraine conflict, including with respect to impacts to commodity prices and any variant thereof (collectively, “COVID-19”) pandemic and of businesses’ and governments’ responses to such pandemic on our operations, personnel, commercial activity, and supply and demand across our and our customers’ and suppliers’ business;other markets;
•the effects of changes in market conditions and market volatility, arising from the COVID-19 pandemic, inflation or potential economic recession, including crude oil and other commodity prices, demand for those commodities, storage and transportation capacities, including inflation, and the impact of such changes on our operating results and financial position;
•expectations regarding our business and the economic recovery relating to the COVID-19 pandemic, including beliefs regarding future customer activity and the timing of the recovery;condition;
•the ability to forecast our future financial condition, results of operations, revenues and expenses;
•the effects of transactions involving forward or derivative instruments;
•changes in laws, regulations and policies with respect to the export of crude oil, refined products, other hydrocarbons or renewable feedstocks or products including, without limitation, the actions of the Biden Administration that impact oil and gas operations in the U.S.;United States;
•interruption in pipelines supplying feedstocks or distributing the petroleum business’ products;
•competition in the petroleum and nitrogen fertilizer businesses, including potential impacts of domestic and global supply and demand and/or domestic or international duties, tariffs, or similar costs;
•capital expenditures;
•changes in our or our segments’ credit profiles;
•the cyclical and seasonal nature of the petroleum and nitrogen fertilizer businesses;
•the supply, availability and price levels of essential raw materials and feedstocks, and the effects of inflation thereupon;feedstocks;
•our production levels, including the risk of a material decline in those levels;
•accidents or other unscheduled shutdowns or interruptions affecting our facilities, machinery, or equipment, or those of our suppliers or customers;
•existing and future laws, regulations or rulings, including but not limited to those relating to the environment, climate change, emissions, including tailpipe emission standards that could impact the future viability of internal combustion engines, renewables, safety, security and/or the transportation of production of hazardous chemicals like ammonia, including potential liabilities or capital requirements arising from such laws, regulations or rulings;
•potential operating hazards from accidents, fire, severe weather, tornadoes, floods, or other natural disasters;
•the impact of weather on commodity supply and/or pricing and on the nitrogen fertilizer business including our ability to produce, market or sell fertilizer products profitability or at all;
•rulings, judgments or settlements in litigation, tax or other legal or regulatory matters;
•the dependence of the nitrogen fertilizer business on customers and distributors including to transport goods and equipment;equipment and providers of feedstocks;
•the reliance on, or the ability to procure economically or at all, petroleum coke (“pet coke forcoke”) our nitrogen fertilizer business purchases from Coffeyville Resources Refining & Marketing, LLC (“CRRM”), a subsidiary of CVR Refining, LP, and third-party suppliers or the natural gas, electricity, oxygen, nitrogen, sulfur processing and compressed dry air and other products purchased from third parties by the nitrogen fertilizer and petroleum businesses;
•risks associated with third party operation of or control over important facilities necessary for operation of our refineries and nitrogen fertilizer facilities;
•risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;
•political disturbances, geopolitical instability and tensions, and associated changes in global trade policies and economic sanctions, including, but not limited to, in connection with Russia’s invasion of Ukraine in February 2022 and any ongoing conflicts in the region;
•our lack of diversification of assets or operating and supply areas;
•the petroleum business’ and nitrogen fertilizer business’ dependence on significant customers and the creditworthiness and performance by counterparties;
•the potential loss of the nitrogen fertilizer business’ transportation cost advantage over its competitors;
•the potential inability to successfully implement our business strategies at all or on time and within our anticipated budgets, including significant capital programs or projects, turnarounds or renewable or carbon reduction initiatives at our refineries and fertilizer facilities, including pretreater, carbon sequestration, segregation of our renewables business and other projects;
•our ability to continue to license the technology used for our operations;
•our petroleum business’ purchase of, or ability to purchase, renewable identification numbers (“RINs”) on a timely and cost effective basis or at all;
•the impact of refined product demand and declining inventories and Winter Storm Uri on refined product prices and crack spreads;
•Organization of Petroleum Exporting Countries’ and its allies’ (“OPEC”OPEC+”) production levels and pricing;
•the impact of RINs pricing, our blending and purchasing activities and governmental actions, including by the U.S. Environmental Protection Agency (the “EPA”) on our RIN obligations,obligation, open RINs positions, small refinery exemptions, and our estimated consolidated cost to comply with our Renewable Fuel Standard (“RFS”) obligations;
•operational upsets or changes in laws that could impact the amount and receipt of credits (if any) under Section 45Q of the Internal Revenue Code of 1986, as amended;
•ability to meet certain carbon oxide capture and sequestration milestones;
•our businesses’ ability to obtain, retain or renew environmental and other governmental permits, licenses or authorizations necessary for the operation of its business;
•our ability to successfully complete our restructuring initiative and the benefits thereof;issue securities or obtain financing at favorable rates or at all;
•bank failures or other events affecting financial institutions;
•existing and proposed laws, regulations or rulings, including but not limited to those relating to climate change, alternative energy or fuel sources, and existing and future regulations related to the end-use of our products or the application of fertilizers;
•Environmental, Social and Governance (“ESG”) including but not limited to compliance with ESG-related recommendations or directives and risks or impacts relating thereto, whether from regulators, rating agencies, lenders, investors, litigants, customers, vendors, the public or others;
•refinery and nitrogen fertilizer facilities’ operating hazards and interruptions, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;
•risks related to services provided by or competition among our subsidiaries, including conflicts of interests and control of CVR Partners, LP’s general partner;partner, and control of CVR Energy, Inc. by its controlling shareholder;
•instability and volatility in the capital and credit and commodities markets and in the global economy, including duemarkets;
•risks related to the ongoing Russia-Ukraine conflict;conclusion of a potential spin-off of our nitrogen fertilizer segment or potential future reconsideration thereof;
•restrictions in our debt agreements;
•asset impairments and impacts thereof;
•the outcome of any legal proceedings involving or investigations of our controlling shareholder or his affiliates;
•the severity, magnitude, duration, and impact of the COVID-19 pandemic, or any future pandemic or breakout of infectious disease, and of businesses’ and governments’ responses to such pandemic on our operations, personnel, commercial activity, and supply and demand across our and our customers’ and suppliers’ business;
•the variable nature of CVR Partners, LP’s distributions, including the ability of its general partner to modify or revoke its distribution policy, or to cease making cash distributions on its common units;
•changes in tax and other laws, regulations and policies, including, without limitation, actions of the Biden Administration that impact conventional fuel operations or favor renewable energy projects in the U.S.;
•changes in CVR Partners’Partners, LP’s treatment as a partnership for U.S. federal income or state tax purposes;
•our ability to recover under our insurance policies for damages or losses in full or at all; and
•the factors described in greater detail under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20212022 and our other filings with the U.S. Securities and Exchange Commission (the “SEC”).
All forward-looking statements contained in this Report only speak as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date of this Report, or to reflect the occurrence of unanticipated events, except to the extent required by law.
Information About Us
Investors should note that we make available, free of charge on our website at cvrenergy.com,www.CVREnergy.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(unaudited)
| | | | | | | | | | | |
| (in millions) | June 30, 2022 | | December 31, 2021 |
| ASSETS |
| Current assets: | | | |
| Cash and cash equivalents (including $156 and $113, respectively, of consolidated variable interest entity (“VIE”)) | $ | 893 | | | $ | 510 | |
| Accounts receivable (including $36 and $88, respectively, of VIE) | 418 | | | 299 | |
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| Inventories (including $85 and $52, respectively, of VIE) | 722 | | | 484 | |
| Prepaid expenses and other current assets (including $6 and $9, respectively, of VIE) | 86 | | | 76 | |
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| Total current assets | 2,119 | | | 1,369 | |
| Property, plant and equipment, net (including $821 and $850, respectively, of VIE) | 2,252 | | | 2,273 | |
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| Other long-term assets (including $14 and $14, respectively, of VIE) | 300 | | | 264 | |
| Total assets | $ | 4,671 | | | $ | 3,906 | |
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| LIABILITIES AND EQUITY |
| Current liabilities: | | | |
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| Accounts payable (including $62 and $50, respectively, of VIE) | $ | 666 | | | $ | 409 | |
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| Other current liabilities (including $34 and $111, respectively, of VIE) | 1,029 | | | 747 | |
| Total current liabilities | 1,695 | | | 1,156 | |
| Long-term liabilities: | | | |
| Long-term debt and finance lease obligations, net of current portion (including $547 and $611, respectively, of VIE) | 1,588 | | | 1,654 | |
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| Deferred income taxes | 257 | | | 268 | |
| Other long-term liabilities (including $15 and $12, respectively, of VIE) | 71 | | | 58 | |
| Total long-term liabilities | 1,916 | | | 1,980 | |
| 0 | | 0 |
| CVR stockholders’ equity | | | |
| CVR Energy stockholders’ equity: | | | |
| Common stock, $0.01 par value per share; 350,000,000 shares authorized; 100,629,209 and 100,629,209 shares issued as of June 30, 2022 and December 31, 2021, respectively | 1 | | | 1 | |
| Additional paid-in-capital | 1,508 | | | 1,510 | |
| Accumulated deficit | (738) | | | (956) | |
| Treasury stock, 98,610 shares at cost | (2) | | | (2) | |
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| Total CVR stockholders’ equity | 769 | | | 553 | |
| Noncontrolling interest | 291 | | | 217 | |
| Total equity | 1,060 | | | 770 | |
| Total liabilities and equity | $ | 4,671 | | | $ | 3,906 | |
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| (in millions) | June 30, 2023 | | December 31, 2022 |
| ASSETS |
| Current assets: | | | |
| Cash and cash equivalents (including $69 and $86, respectively, of consolidated variable interest entity (“VIE”)) | $ | 751 | | | $ | 510 | |
| Accounts receivable (including $34 and $90, respectively, of VIE) | 300 | | | 358 | |
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| Inventories (including $79 and $78, respectively, of VIE) | 524 | | | 624 | |
| Prepaid expenses and other current assets (including $7 and $11, respectively, of VIE) | 71 | | | 101 | |
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| Total current assets | 1,646 | | | 1,593 | |
| Property, plant and equipment, net (including $784 and $811, respectively, of VIE) | 2,235 | | | 2,247 | |
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| Other long-term assets (including $47 and $24, respectively, of VIE) | 336 | | | 279 | |
| Total assets | $ | 4,217 | | | $ | 4,119 | |
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| LIABILITIES AND EQUITY |
| Current liabilities: | | | |
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| Accounts payable (including $34 and $51, respectively, of VIE) | $ | 466 | | | $ | 497 | |
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| Other current liabilities (including $34 and $75, respectively, of VIE) | 819 | | | 942 | |
| Total current liabilities | 1,285 | | | 1,439 | |
| Long-term liabilities: | | | |
| Long-term debt and finance lease obligations, net of current portion (including $547 and $547, respectively, of VIE) | 1,584 | | | 1,585 | |
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| Deferred income taxes | 273 | | | 249 | |
| Other long-term liabilities (including $51 and $16, respectively, of VIE) | 98 | | | 55 | |
| Total long-term liabilities | 1,955 | | | 1,889 | |
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| CVR Energy stockholders’ equity: | | | |
| Common stock, $0.01 par value per share; 350,000,000 shares authorized; 100,629,209 and 100,629,209 shares issued as of June 30, 2023 and December 31, 2022, respectively | 1 | | | 1 | |
| Additional paid-in-capital | 1,508 | | | 1,508 | |
| Accumulated deficit | (752) | | | (976) | |
| Treasury stock, 98,610 shares at cost | (2) | | | (2) | |
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| Total CVR stockholders’ equity | 755 | | | 531 | |
| Noncontrolling interest | 222 | | | 260 | |
| Total equity | 977 | | | 791 | |
| Total liabilities and equity | $ | 4,217 | | | $ | 4,119 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions, except per share data) | 2022 | | 2021 | | 2022 | | 2021 |
| Net sales | $ | 3,144 | | | $ | 1,783 | | | $ | 5,517 | | | $ | 3,246 | |
| Operating costs and expenses: | | | | | | | |
| Cost of materials and other | 2,465 | | | 1,539 | | | 4,352 | | | 2,908 | |
| Direct operating expenses (exclusive of depreciation and amortization) | 167 | | | 136 | | | 327 | | | 272 | |
| Depreciation and amortization | 71 | | | 70 | | | 136 | | | 134 | |
| Cost of sales | 2,703 | | | 1,745 | | | 4,815 | | | 3,314 | |
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| Selling, general and administrative expenses (exclusive of depreciation and amortization) | 37 | | | 28 | | | 75 | | | 55 | |
| Depreciation and amortization | 2 | | | 2 | | | 4 | | | 4 | |
| Loss on asset disposal | — | | | 2 | | | — | | | 2 | |
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| Operating income (loss) | 402 | | | 6 | | | 623 | | | (129) | |
| Other (expense) income: | | | | | | | |
| Interest expense, net | (23) | | | (38) | | | (48) | | | (69) | |
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| Investment income on marketable securities | — | | | 21 | | | — | | | 83 | |
| Other (expense) income, net | (74) | | | 3 | | | (84) | | | 10 | |
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| Income (loss) before income tax expense | 305 | | | (8) | | | 491 | | | (105) | |
| Income tax expense (benefit) | 66 | | | (6) | | | 99 | | | (48) | |
| Net income (loss) | 239 | | | (2) | | | 392 | | | (57) | |
| Less: Net income (loss) attributable to noncontrolling interest | 74 | | | 4 | | | 134 | | | (12) | |
| Net income (loss) attributable to CVR Energy stockholders | $ | 165 | | | $ | (6) | | | $ | 258 | | | $ | (45) | |
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| Basic and diluted earnings (loss) per share | $ | 1.64 | | | $ | (0.06) | | | $ | 2.57 | | | $ | (0.45) | |
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| Dividends declared per share | $ | 0.40 | | | $ | 4.89 | | | $ | 0.40 | | | $ | 4.89 | |
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| Weighted-average common shares outstanding: | | | | | | | |
| Basic and diluted | 100.5 | | | 100.5 | | | 100.5 | | | 100.5 | |
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| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions, except per share data) | 2023 | | 2022 | | 2023 | | 2022 |
| Net sales | $ | 2,236 | | | $ | 3,144 | | | $ | 4,523 | | | $ | 5,517 | |
| Operating costs and expenses: | | | | | | | |
| Cost of materials and other | 1,743 | | | 2,465 | | | 3,423 | | | 4,352 | |
| Direct operating expenses (exclusive of depreciation and amortization) | 165 | | | 167 | | | 334 | | | 327 | |
| Depreciation and amortization | 71 | | | 71 | | | 137 | | | 136 | |
| Cost of sales | 1,979 | | | 2,703 | | | 3,894 | | | 4,815 | |
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| Selling, general and administrative expenses (exclusive of depreciation and amortization) | 32 | | | 37 | | | 71 | | | 75 | |
| Depreciation and amortization | 1 | | | 2 | | | 4 | | | 4 | |
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| Operating income | 224 | | | 402 | | | 554 | | | 623 | |
| Other (expense) income: | | | | | | | |
| Interest expense, net | (16) | | | (23) | | | (32) | | | (48) | |
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| Other income (expense), net | 4 | | | (74) | | | 6 | | | (84) | |
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| Income before income tax expense | 212 | | | 305 | | | 528 | | | 491 | |
| Income tax expense | 44 | | | 66 | | | 101 | | | 99 | |
| Net income | 168 | | | 239 | | | 427 | | | 392 | |
| Less: Net income attributable to noncontrolling interest | 38 | | | 74 | | | 102 | | | 134 | |
| Net income attributable to CVR Energy stockholders | $ | 130 | | | $ | 165 | | | $ | 325 | | | $ | 258 | |
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| Basic and diluted earnings per share | $ | 1.29 | | | $ | 1.64 | | | $ | 3.23 | | | $ | 2.57 | |
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| Weighted-average common shares outstanding: | | | | | | | |
| Basic and diluted | 100.5 | | | 100.5 | | | 100.5 | | | 100.5 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited) | | | Common Stockholders | | | Common Stockholders | |
| (in millions, except share data) | (in millions, except share data) | Shares
Issued | | $0.01 Par Value Common Stock | | Additional
Paid-In
Capital | | Accumulated Deficit | | Treasury
Stock | | | Total CVR
Stockholders’
Equity | | Noncontrolling
Interest | | Total
Equity | (in millions, except share data) | Shares
Issued | | $0.01 Par Value Common Stock | | Additional
Paid-In
Capital | | Accumulated Deficit | | Treasury
Stock | | | Total CVR
Stockholders’
Equity | | Noncontrolling
Interest | | Total
Equity |
| Balance at December 31, 2021 | 100,629,209 | | | $ | 1 | | | $ | 1,510 | | | $ | (956) | | | $ | (2) | | | | $ | 553 | | | $ | 217 | | | $ | 770 | | |
| Balance at December 31, 2022 | | Balance at December 31, 2022 | 100,629,209 | | | $ | 1 | | | $ | 1,508 | | | $ | (976) | | | $ | (2) | | | | $ | 531 | | | $ | 260 | | | $ | 791 | |
| Net income | | Net income | — | | | — | | | — | | | 195 | | | — | | | | 195 | | | 64 | | | 259 | |
| Dividends paid to CVR Energy stockholders | | Dividends paid to CVR Energy stockholders | — | | | — | | | — | | | (50) | | | — | | | | (50) | | | — | | | (50) | |
| Distributions from CVR Partners to its public unitholders | | Distributions from CVR Partners to its public unitholders | — | | | — | | | — | | | — | | | — | | | | — | | | (70) | | | (70) | |
| | Other | | Other | — | | | — | | | — | | | (1) | | | — | | | | (1) | | | — | | | (1) | |
| Balance at March 31, 2023 | | Balance at March 31, 2023 | 100,629,209 | | | 1 | | | 1,508 | | | (832) | | | (2) | | | | 675 | | | 254 | | | 929 | |
| Net income | | Net income | — | | | — | | | — | | | 130 | | | — | | | | 130 | | | 38 | | | 168 | |
| Dividends paid to CVR Energy stockholders | | Dividends paid to CVR Energy stockholders | — | | | — | | | — | | | (50) | | | — | | | | (50) | | | — | | | (50) | |
| Distributions from CVR Partners to its public unitholders | Distributions from CVR Partners to its public unitholders | — | | | — | | | — | | | — | | | — | | | | — | | | (36) | | | (36) | | Distributions from CVR Partners to its public unitholders | — | | | — | | | — | | | — | | | — | | | | — | | | (70) | | | (70) | |
| | Changes in equity due to CVR Partners’ common unit repurchases | — | | | — | | | (2) | | | — | | | — | | | | (2) | | | (9) | | | (11) | | |
| Other | — | | | — | | | — | | | (1) | | | — | | | | (1) | | | 1 | | | — | | |
| Net income | — | | | — | | | — | | | 94 | | | — | | | | 94 | | | 59 | | | 153 | | |
| Balance at March 31, 2022 | 100,629,209 | | | $ | 1 | | | $ | 1,508 | | | $ | (863) | | | $ | (2) | | | | $ | 644 | | | $ | 232 | | | $ | 876 | | |
| Dividends paid to CVR Energy stockholders | — | | | — | | | — | | | (40) | | | — | | | | (40) | | | — | | | (40) | | |
| | Distributions from CVR Partners to its public unitholders | — | | | — | | | — | | | — | | | — | | | | — | | | (15) | | | (15) | | |
| | Net income | — | | | — | | | — | | | 165 | | | — | | | | 165 | | | 74 | | | 239 | | |
| Balance at June 30, 2022 | 100,629,209 | | | $ | 1 | | | $ | 1,508 | | | $ | (738) | | | $ | (2) | | | | $ | 769 | | | $ | 291 | | | $ | 1,060 | | |
| Balance at June 30, 2023 | | Balance at June 30, 2023 | 100,629,209 | | | $ | 1 | | | $ | 1,508 | | | $ | (752) | | | $ | (2) | | | | $ | 755 | | | $ | 222 | | | $ | 977 | |
|
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| Common Stockholders | | | | |
| (in millions, except share data) | Shares
Issued | | $0.01 Par Value Common Stock | | Additional
Paid-In
Capital | | Accumulated Deficit | | Treasury
Stock | | | | Total CVR
Stockholders’
Equity | | Noncontrolling
Interest | | Total
Equity |
| Balance at December 31, 2020 | 100,629,209 | | | $ | 1 | | | $ | 1,510 | | | $ | (490) | | | $ | (2) | | | | | $ | 1,019 | | | $ | 200 | | | $ | 1,219 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Changes in equity due to CVR
Partners’ common unit repurchases | — | | | — | | | — | | | — | | | — | | | | | — | | | (1) | | | (1) | |
| Other | — | | | — | | | — | | | 1 | | | — | | | | | 1 | | | — | | | 1 | |
| Net loss | — | | | — | | | — | | | (39) | | | — | | | | | (39) | | | (16) | | | (55) | |
| Balance at March 31, 2021 | 100,629,209 | | | $ | 1 | | | $ | 1,510 | | | $ | (528) | | | $ | (2) | | | | | $ | 981 | | | $ | 183 | | | $ | 1,164 | |
| Dividends paid to CVR Energy stockholders | — | | | — | | | — | | | (492) | | | — | | | | | (492) | | | — | | | (492) | |
| | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Net (loss) income | — | | | — | | | — | | | (6) | | | — | | | | | (6) | | | 4 | | | (2) | |
| Balance at June 30, 2021 | 100,629,209 | | | $ | 1 | | | $ | 1,510 | | | $ | (1,026) | | | $ | (2) | | | | | $ | 483 | | | $ | 187 | | | $ | 670 | |
| | | | | | | | | | | | | | | | | |
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| Common Stockholders | | | | |
| (in millions, except share data) | Shares
Issued | | $0.01 Par Value Common Stock | | Additional
Paid-In
Capital | | Accumulated Deficit | | Treasury
Stock | | | | Total CVR
Stockholders’
Equity | | Noncontrolling
Interest | | Total
Equity |
| Balance at December 31, 2021 | 100,629,209 | | | $ | 1 | | | $ | 1,510 | | | $ | (956) | | | $ | (2) | | | | | $ | 553 | | | $ | 217 | | | $ | 770 | |
| Net income | — | | | — | | | — | | | 94 | | | — | | | | | 94 | | | 59 | | | 153 | |
| | | | | | | | | | | | | | | | | |
| Distributions from CVR Partners to its public unitholders | — | | | — | | | — | | | — | | | — | | | | | — | | | (36) | | | (36) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Changes in equity due to CVR
Partners’ common unit repurchases | — | | | — | | | (2) | | | — | | | — | | | | | (2) | | | (9) | | | (11) | |
| Other | — | | | — | | | — | | | (1) | | | — | | | | | (1) | | | 1 | | | — | |
| Balance at March 31, 2022 | 100,629,209 | | | 1 | | | 1,508 | | | (863) | | | (2) | | | | | 644 | | | 232 | | | 876 | |
| Net income | — | | | — | | | — | | | 165 | | | — | | | | | 165 | | | 74 | | | 239 | |
| Dividends paid to CVR Energy stockholders | — | | | — | | | — | | | (40) | | | — | | | | | (40) | | | — | | | (40) | |
| Distributions from CVR Partners to its public unitholders | — | | | — | | | — | | | — | | | — | | | | | — | | | (15) | | | (15) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Balance at June 30, 2022 | 100,629,209 | | | $ | 1 | | | $ | 1,508 | | | $ | (738) | | | $ | (2) | | | | | $ | 769 | | | $ | 291 | | | $ | 1,060 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) | | | Six Months Ended June 30, | | Six Months Ended June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | (in millions) | 2023 | | 2022 |
| Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
| Net income (loss) | $ | 392 | | | $ | (57) | | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |
| Net income | | Net income | $ | 427 | | | $ | 392 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: |
| Depreciation and amortization | Depreciation and amortization | 140 | | | 138 | | Depreciation and amortization | 141 | | | 140 | |
| | Gain on marketable securities | — | | | (83) | | |
| | Deferred income taxes | Deferred income taxes | (10) | | | (102) | | Deferred income taxes | 28 | | | (10) | |
| Loss on asset disposal | — | | | 2 | | |
| Loss on extinguishment of debt | 1 | | | 8 | | |
| | Share-based compensation | Share-based compensation | 36 | | | 20 | | Share-based compensation | 15 | | | 36 | |
| Loss on derivatives, net | 15 | | | 7 | | |
| Unrealized (gain) loss on derivatives, net | | Unrealized (gain) loss on derivatives, net | (13) | | | 15 | |
| | Other items | Other items | 2 | | | 4 | | Other items | 1 | | | 3 | |
| Changes in assets and liabilities: | Changes in assets and liabilities: | | Changes in assets and liabilities: | |
| Current assets and liabilities | Current assets and liabilities | 135 | | | 301 | | Current assets and liabilities | 21 | | | 135 | |
| | Non-current assets and liabilities | Non-current assets and liabilities | 1 | | | 5 | | Non-current assets and liabilities | (6) | | | 1 | |
| | Net cash provided by operating activities | Net cash provided by operating activities | 712 | | | 243 | | Net cash provided by operating activities | 614 | | | 712 | |
| Cash flows from investing activities: | Cash flows from investing activities: | | | | Cash flows from investing activities: | | | |
| Capital expenditures | Capital expenditures | (88) | | | (126) | | Capital expenditures | (100) | | | (88) | |
| | Turnaround expenditures | Turnaround expenditures | (68) | | | (2) | | Turnaround expenditures | (50) | | | (68) | |
| Acquisition of pipeline assets | — | | | (20) | | |
| | Return of equity method investment | | Return of equity method investment | 20 | | | — | |
| | Proceeds from sale of assets | — | | | 6 | | |
| | Other investing activities | — | | | 1 | | |
| | | Net cash used in investing activities | Net cash used in investing activities | (156) | | | (141) | | Net cash used in investing activities | (130) | | | (156) | |
| Cash flows from financing activities: | Cash flows from financing activities: | | | | Cash flows from financing activities: | | | |
| | Proceeds from issuance of senior secured notes | — | | | 550 | | |
| | Principal payments on senior secured notes | Principal payments on senior secured notes | (65) | | | (552) | | Principal payments on senior secured notes | — | | | (65) | |
| | Repurchase of common units by CVR Partners | Repurchase of common units by CVR Partners | (12) | | | (1) | | Repurchase of common units by CVR Partners | — | | | (12) | |
| | Dividends to CVR Energy’s stockholders | Dividends to CVR Energy’s stockholders | (40) | | | (241) | | Dividends to CVR Energy’s stockholders | (101) | | | (40) | |
| Distributions to CVR Partners’ noncontrolling interest holders | Distributions to CVR Partners’ noncontrolling interest holders | (51) | | | — | | Distributions to CVR Partners’ noncontrolling interest holders | (140) | | | (51) | |
| Other financing activities | Other financing activities | (5) | | | (6) | | Other financing activities | (2) | | | (5) | |
| Net cash used in financing activities | Net cash used in financing activities | (173) | | | (250) | | Net cash used in financing activities | (243) | | | (173) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 383 | | | (148) | | |
| Net increase in cash, cash equivalents and restricted cash | | Net increase in cash, cash equivalents and restricted cash | 241 | | | 383 | |
| Cash, cash equivalents and restricted cash, beginning of period | Cash, cash equivalents and restricted cash, beginning of period | 517 | | | 674 | | Cash, cash equivalents and restricted cash, beginning of period | 517 | | | 517 | |
| Cash, cash equivalents and restricted cash, end of period | Cash, cash equivalents and restricted cash, end of period | $ | 900 | | | $ | 526 | | Cash, cash equivalents and restricted cash, end of period | $ | 758 | | | $ | 900 | |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Nature of Business
Organization
CVR Energy, Inc. (“CVR Energy,” “CVR,” “we,” “us,” “our,” or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industriesindustry through its holdingsinterest in CVR Refining,Partners, LP, (the “Petroleum Segment” or “CVR Refining”) and CVR Partners, LPa publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). CVR Refining is an independent petroleum refinerThe Petroleum Segment refines and marketer ofmarkets high value transportation fuels primarily in the form of gasoline and diesel fuels. CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia. We also produce and market renewable diesel. CVR’s common stock is listed on the New York Stock Exchange under the symbol “CVI.” Icahn Enterprises L.P. and its affiliates (“IEP”) owned approximately 71% of the Company’s outstanding common stock as of June 30, 2022.2023.
CVR Partners, LP
Interest Holders - As of June 30, 2022,2023, public common unitholders held approximately 63% of CVR Partners’ outstanding common units and CVR Services, LLC (“CVR Services”), a wholly ownedwholly-owned subsidiary of CVR Energy, held the remaining approximately 37% of CVR Partners’ outstanding common units. In addition, CVR Services held 100% of the interestsinterest in CVR Partners’ general partner, CVR GP, LLC (“CVR GP”), which held a non-economic general partner interest in CVR Partners as of June 30, 2022.2023. The noncontrolling interest reflected on the condensed consolidated balance sheets of CVR is only impacted by the net income of, and distributions from, CVR Partners.
Unit Repurchase Program - On May 6, 2020, the board of directors of CVR Partners’ general partner (the “UAN GP Board”), on behalf of CVR Partners, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021. The Unit Repurchase Program, as increased, authorized CVR Partners to repurchase up to $20 million of the CVR Partners’ common units. During the three and six months ended June 30, 2023 and the three months ended June 30, 2022, and 2021, CVR Partners did not repurchase any common units. During the six months ended June 30, 2022, and 2021, CVR Partners repurchased 111,695 and 24,378 common units respectively, on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $12 million, and $1 million, respectively, exclusive of transaction costs, or an average price of $110.98 and $21.69 per common unit, respectively.unit. As of June 30, 2022,2023, CVR Partners, considering all repurchases made since inception of the Unit Repurchase Program, had a 0minalnominal authorized amount in authority remaining under the Unit Repurchase Program. This Unit Repurchase Program does not obligate CVR Partners to repurchaseacquire any common units and may be cancelled, modified, or terminated by the UAN GP Board at any time.
As a result of these repurchases, and the resulting change in CVR Energy’s ownership of CVR Partners while maintaining control, CVR Energy recognized a decrease of $2 million to additional paid-in capital from the reduction of non-controllingnoncontrolling interests totaling $3 million and athe related reduction of a deferred tax liability totaling $1 million from changes in its book versus tax basis in CVR Partners as of June 30, 2022. CVR Energy recognized a nominal increase to additional paid-in capital from the non-cash reduction of non-controlling interests totaling $0.1 million and the recognition of a deferred tax liability totaling $0.1 million from changes in its book versus tax basis in CVR Partners as of December 31, 2021.2022.
(2) Basis of Presentation
The accompanying condensed consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). These, include the accounts of the Company and its majority-owned direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. Certain notes and other information have been condensed or omitted from the condensed consolidated financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the December 31, 20212022 audited consolidated financial statements and notes thereto included in CVR Energy’s Annual Report on Form 10-K for the year ended December 31, 20212022 (the “2021“2022 Form 10-K”).
Our condensed consolidated financial statements include the consolidated results of CVR Partners, which is defined as a variable interest entity.entity (“VIE”).
In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Company for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Certain reclassifications have been made within theThe condensed consolidated financial statements for prior periods to conform with current presentation.
The preparation of the condensed consolidated financial statementsare prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses andduring the disclosure of contingent assets and liabilities.reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 20222023 or any other interim or annual period.
(3) Recent Accounting Pronouncements and Accounting Changes
Recent Accounting Pronouncements - New Accounting Standards Issued But Not Yet Implemented
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates. The guidance is effective beginning on March 12, 2020 through the sunset date of Topic 848, which is currently expected to occur on December 31, 2022. The Company has not utilized any of the optional expedients or exceptions available under this guidance and will continue to assess whether this guidance is applicable throughout the effective period.
(4) Inventories
Inventories consisted of the following:
| | (in millions) | (in millions) | June 30, 2022 | | December 31, 2021 | (in millions) | June 30, 2023 | | December 31, 2022 |
| Finished goods | Finished goods | $ | 345 | | | $ | 215 | | Finished goods | $ | 239 | | | $ | 297 | |
| Raw materials | Raw materials | 262 | | | 177 | | Raw materials | 171 | | | 206 | |
| In-process inventories | In-process inventories | 31 | | | 20 | | In-process inventories | 23 | | | 35 | |
| Parts, supplies and other | Parts, supplies and other | 84 | | | 72 | | Parts, supplies and other | 91 | | | 86 | |
| Total inventories | Total inventories | $ | 722 | | | $ | 484 | | Total inventories | $ | 524 | | | $ | 624 | |
(5)(4) Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| | (in millions) | (in millions) | June 30, 2022 | | December 31, 2021 | (in millions) | June 30, 2023 | | December 31, 2022 |
| Machinery and equipment | Machinery and equipment | $ | 4,161 | | | $ | 4,033 | | Machinery and equipment | $ | 4,249 | | | $ | 4,194 | |
| Buildings and improvements | Buildings and improvements | 89 | | | 88 | | Buildings and improvements | 87 | | | 86 | |
| ROU finance leases | ROU finance leases | 80 | | | 81 | | ROU finance leases | 81 | | | 79 | |
| Land and improvements | Land and improvements | 72 | | | 71 | | Land and improvements | 73 | | | 72 | |
| Furniture and fixtures | Furniture and fixtures | 37 | | | 37 | | Furniture and fixtures | 38 | | | 37 | |
| Construction in progress | Construction in progress | 104 | | | 142 | | Construction in progress | 188 | | | 143 | |
| Other | Other | 14 | | | 15 | | Other | 15 | | | 15 | |
| | | 4,557 | | | 4,467 | | | 4,731 | | | 4,626 | |
| Less: Accumulated depreciation and amortization | Less: Accumulated depreciation and amortization | (2,305) | | | (2,194) | | Less: Accumulated depreciation and amortization | (2,496) | | | (2,379) | |
| Total property, plant and equipment, net | Total property, plant and equipment, net | $ | 2,252 | | | $ | 2,273 | | Total property, plant and equipment, net | $ | 2,235 | | | $ | 2,247 | |
On February 1, 2021,During the six months ended June 30, 2023, the Company completeddid not identify the existence of an impairment indicator for our long-lived asset groups as outlined under the FASB ASC Topic 360, Property, Plant, and Equipment. Property, plant and equipment related depreciation and amortization expense was $55 million and $105 million for the three and six months ended June 30, 2023, respectively, and $56 million and $109 million for the three and six months ended June 30, 2022, respectively.
(5) Equity Method Investments
In January 2023, CVR Partners and its subsidiary, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), entered into a pipeline acquisitionseries of agreements with CapturePoint LLC, an unaffiliated Texas limited liability company, and certain unaffiliated third-party investors intended to qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for total considerationcertain joint ventures that are eligible to claim certain tax credits available to joint ventures under Section 45Q of $23 million,the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”) and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030 (the “45Q Transaction”). Among other items, the 45Q Transaction resulted in the creation of CVR-CapturePoint Parent LLC, which was accounted for by CVR Partners as a business combination under Accounting Standards Codification (“ASC”) 805. An intangible assetan equity-method investment. In January 2023, we received an initial distribution, net of $3expenses, of approximately $18 million was recognizedand could receive up to an additional $60 million in Other long-term assets relatedpayments through March 31, 2030, if certain carbon oxide capture and sequestration milestones are met, subject to acquired contracts thatthe terms of the applicable agreements. The foregoing description of the applicable agreements does not purport to be complete and is being amortized over less than three years. The accountingqualified in its entirety by the terms of the relevant agreements, which were filed with the Company’s quarterly report on Form 10-Q for the business combination was finalized during January 2022.period ended March 31, 2023.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
During•CVR-CapturePoint Parent, LLC (“CVRP JV”) -Through our subsidiaries, and in connection with the six months ended June 30, 2022,45Q Transaction, we received 50% interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer. We applied the Company hadVIE model under FASB ASC Topic 810, Consolidation, to our variable interest in CVRP JV and determined that CVRP JV is a VIE. While we concluded we are not identified the existenceprimary beneficiary of an impairment indicatorCVRP JV, we do have significant influence over CVRP JV’s operating and financial policies and, therefore, applied the equity method of accounting for our long-lived asset groupsinvestment in CVRP JV.
We deferred the recognition of the noncash consideration received and expect to recognize such revenue as outlined under ASC 360.the performance obligation associated with the CO Contract is satisfied. Refer to Note 9 (“Revenue”) for further discussion. We have elected to record our share of the earnings or loss of CVRP JV one quarter in arrears. Distributions received from CVRP JV will reduce our equity method investment and will be recorded in the period in which they are received.
•Enable South Central Pipeline, LLC (“Enable JV”) - Through our subsidiaries, we own a 40% interest in Enable JV, which operates a 12-inch 26-mile crude oil pipeline with a capacity of approximately 20,000 barrels per day that is connected to the Wynnewood Refinery. The remaining interest in Enable JV is owned by a subsidiary of Energy Transfer LP, which also serves as the operator of the pipeline owned by the Enable JV.
•Midway Pipeline, LLC (“Midway JV”) - Through our subsidiaries, we own a 50% interest in Midway JV, which operates a 16-inch 99-mile crude oil pipeline with a capacity of approximately 131,000 barrels per day which connects the Coffeyville Refinery to the Cushing, Oklahoma oil hub. The remaining interest in Midway JV is owned by Plains Pipeline, L.P.
| | | | | | | | | | | | | | | | | | | | | | | |
| (in millions) | CVRP JV | | Enable JV | | Midway JV | | Total |
| Balance at December 31, 2022 | $ | — | | | $ | 5 | | | $ | 71 | | | $ | 76 | |
| CVRP JV inception | 46 | | | — | | | — | | | 46 | |
| | | | | | | |
Cash distributions (1) | (19) | | | (1) | | | (2) | | | (22) | |
| Equity income | — | | | 1 | | | 2 | | | 3 | |
| Balance at March 31, 2023 | 27 | | | 5 | | | 71 | | | 103 | |
| Cash distributions | (1) | | | (1) | | | (2) | | | (4) | |
| Equity income | — | | | 1 | | | 2 | | | 3 | |
| Balance at June 30, 2023 | $ | 26 | | | $ | 5 | | | $ | 71 | | | $ | 102 | |
(1)Of the CVRP JV amount, approximately $1 million related to incremental costs associated with obtaining the CO Contract were capitalized and included in Prepaid expenses and other current assets and Other long-term assets in our condensed consolidated financial statements.
(6) Leases
Lease Overview
We lease certain pipelines, storage tanks, railcars, office space, land, and equipment across our refining, fertilizer, and corporate operations. Most of our leases include 1one or more renewal options to extend the lease term, from one to 20 years or more, which can be exercised at our sole discretion. Certain leases also include options to purchase the leased property. Certain of our lease agreements include rental payments which are adjusted periodically for factors such as inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Additionally, we do not have any material lessor or sub-leasing arrangements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Balance Sheet Summary as of June 30, 20222023 and December 31, 20212022
The following tables summarize the right-of-use (“ROU”) asset and lease liability balances for the Company’s operating and finance leases at June 30, 20222023 and December 31, 2021:2022:
| | | June 30, 2022 | | December 31, 2021 | | June 30, 2023 | | December 31, 2022 |
| (in millions) | (in millions) | Operating Leases | | Finance Leases | | Operating Leases | | Finance Leases | (in millions) | Operating Leases | | Finance Leases | | Operating Leases | | Finance Leases |
| ROU assets, net | ROU assets, net | | | | | | | | ROU assets, net | | | | | | | |
| Pipeline and storage | Pipeline and storage | $ | 18 | | | $ | 22 | | | $ | 17 | | | $ | 23 | | Pipeline and storage | $ | 14 | | | $ | 19 | | | $ | 16 | | | $ | 20 | |
| Railcars | Railcars | 5 | | | — | | | 6 | | | — | | Railcars | 10 | | | — | | | 11 | | | — | |
| Real estate and other | Real estate and other | 15 | | | 16 | | | 14 | | | 18 | | Real estate and other | 16 | | | 15 | | | 13 | | | 15 | |
| Lease liability | Lease liability | | Lease liability | |
| Pipelines and storage | Pipelines and storage | 18 | | | 34 | | | 17 | | | 35 | | Pipelines and storage | 14 | | | 30 | | | 16 | | | 32 | |
| Railcars | Railcars | 5 | | | — | | | 6 | | | — | | Railcars | 9 | | | — | | | 11 | | | — | |
| Real estate and other | Real estate and other | 15 | | | 17 | | | 14 | | | 19 | | Real estate and other | 15 | | | 17 | | | 13 | | | 16 | |
Lease Expense Summary for the Three and Six Months Ended June 30, 20222023 and 20212022
We recognize operating lease expense on a straight-line basis over the lease term and short-term lease expense within Direct operating expenses (exclusive of depreciation and amortization). and Cost of materials and other and finance lease expense on a straight-line basis over the lease term within Depreciation and amortization. For the three and six months ended June 30, 20222023 and 2021,2022, we recognized lease expense comprised of the following components:
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Operating lease expense | Operating lease expense | $ | 4 | | | $ | 4 | | | $ | 8 | | | $ | 8 | | Operating lease expense | $ | 5 | | | $ | 4 | | | $ | 9 | | | $ | 8 | |
| Finance lease expense: | Finance lease expense: | | Finance lease expense: | |
| Amortization of ROU asset | Amortization of ROU asset | 1 | | | 1 | | | 3 | | | 3 | | Amortization of ROU asset | 2 | | | 1 | | | 3 | | | 3 | |
| Interest expense on lease liability | Interest expense on lease liability | 1 | | | 2 | | | 2 | | | 3 | | Interest expense on lease liability | 1 | | | 1 | | | 2 | | | 2 | |
| Short-term lease expense | Short-term lease expense | 2 | | | 2 | | | 5 | | | 4 | | Short-term lease expense | 2 | | | 2 | | | 5 | | | 5 | |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Lease Terms and Discount Rates
The following outlines the remaining lease terms and discount rates used in the measurement of the Company’s ROU assets and lease liabilities:
| | | June 30, 2022 | | December 31, 2021 | | June 30, 2023 | | December 31, 2022 |
| | Operating Leases | | Finance Leases | | Operating Leases | | Finance Leases | | Operating Leases | | Finance Leases | | Operating Leases | | Finance Leases |
| Weighted-average remaining lease term | Weighted-average remaining lease term | 4.0 years | | 6.7 years | | 4.1 years | | 7.2 years | Weighted-average remaining lease term | 3.9 years | | 5.8 years | | 4.1 years | | 6.3 years |
| Weighted-average discount rate | Weighted-average discount rate | 5.1 | % | | 9.0 | % | | 5.4 | % | | 9.0 | % | Weighted-average discount rate | 5.5 | % | | 9.0 | % | | 5.2 | % | | 9.0 | % |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Maturities of Lease Liabilities
The following summarizes the remaining minimum lease payments through maturity of the Company’s lease liabilities at June 30, 2022:2023:
| | (in millions) | (in millions) | Operating Leases | | Finance Leases | (in millions) | Operating Leases | | Finance Leases |
| Remainder of 2022 | $ | 8 | | | $ | 6 | | |
| 2023 | 14 | | | 9 | | |
| Remainder of 2023 | | Remainder of 2023 | $ | 10 | | | $ | 6 | |
| 2024 | 2024 | 9 | | | 10 | | 2024 | 14 | | | 11 | |
| 2025 | 2025 | 4 | | | 10 | | 2025 | 8 | | | 11 | |
| 2026 | 2026 | 3 | | | 10 | | 2026 | 6 | | | 11 | |
| 2027 | | 2027 | 3 | | | 10 | |
| Thereafter | Thereafter | 4 | | | 23 | | Thereafter | 3 | | | 13 | |
| Total lease payments | Total lease payments | 42 | | | 68 | | Total lease payments | 44 | | | 62 | |
| Less: imputed interest | Less: imputed interest | (4) | | | (17) | | Less: imputed interest | (6) | | | (15) | |
| Total lease liability | Total lease liability | $ | 38 | | | $ | 51 | | Total lease liability | $ | 38 | | | $ | 47 | |
The Company has entered into lease commitments that have not yet commenced, as follows:
•On February 21, 2022, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”), a wholly owned subsidiary of CVR Partners,CRNF entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”). Under the Messer Agreement, among other obligations, Messer is obligated to supply oxygen and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for oxygen nitrogen, and compressed dry air from Messer’s facility. This arrangement for CRNF’s purchase of oxygen nitrogen, and dry air from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output, which includes oxygen, nitrogen, and compressed air, of Messer’s on-site production from its air separation unit over the life of the Messer Agreement. The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Fertilizer Facility. The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel. Based on terms outlined in the Messer Agreement, the Company expects the lease of the Oxygen Storage Vessel to be classified as a financing lease with an estimated amount within the range of approximately$20 million to $25 million being capitalized upon lease commencement when the Vessel is placed in service.service, which is currently expected to occur within the next 12 months.
•On July 14, 2022, the Company entered into the Sixth Amendment to the Sugar Land Plaza Office Building Agreement with LCFRE Sugar Land Town Square, LLC (“LCFRE”), which amends the Sugar Land Plaza Office Building Agreement dated 2016 (as amended, the “LCFRE Agreement”). Under the LCFRE Agreement, LCFRE will provide office space to the Company which will continue to serve as the Company’s corporate office in Sugar Land, Texas with the lease term starting on October 1, 2023. Based on the terms outlined in the LCFRE Agreement, the Company expects the lease to be classified as an operating lease under Topic 842, with an estimated amount within the range of $8 million to $12 million being capitalized upon lease commencement.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(7) Other Current Liabilities
Other current liabilities were as follows:
| | (in millions) | (in millions) | June 30, 2022 | | December 31, 2021 | (in millions) | June 30, 2023 | | December 31, 2022 |
| Accrued Renewable Fuel Standards (“RFS”) obligation | Accrued Renewable Fuel Standards (“RFS”) obligation | $ | 708 | | | $ | 494 | | Accrued Renewable Fuel Standards (“RFS”) obligation | $ | 599 | | | $ | 692 | |
| Accrued taxes other than income taxes | Accrued taxes other than income taxes | 49 | | | 45 | | Accrued taxes other than income taxes | 50 | | | 51 | |
| Share-based compensation | Share-based compensation | 37 | | | 15 | | Share-based compensation | 41 | | | 31 | |
| Personnel accruals | Personnel accruals | 33 | | | 46 | | Personnel accruals | 32 | | | 47 | |
| Accrued interest | Accrued interest | 24 | | | 24 | | Accrued interest | 24 | | | 24 | |
| Operating lease liabilities | | Operating lease liabilities | 14 | | | 15 | |
| Accrued income taxes | Accrued income taxes | 22 | | | — | | Accrued income taxes | 12 | | | — | |
| Deferred revenue | | Deferred revenue | 7 | | | 48 | |
| Current portion of finance lease obligations | | Current portion of finance lease obligations | 7 | | | 6 | |
| Derivatives | Derivatives | 20 | | | 2 | | Derivatives | 5 | | | 4 | |
| Operating lease liabilities | 14 | | | 13 | | |
| Current portion of long-term debt and finance lease obligations | 6 | | | 6 | | |
| Deferred revenue | 4 | | | 87 | | |
| Other accrued expenses and liabilities | Other accrued expenses and liabilities | 112 | | | 15 | | Other accrued expenses and liabilities | 28 | | | 24 | |
| Total other current liabilities | Total other current liabilities | $ | 1,029 | | | $ | 747 | | Total other current liabilities | $ | 819 | | | $ | 942 | |
(8) Long-Term Debt and Finance Lease Obligations
Long-term debt and finance lease obligations consistconsisted of the following:
| | | | | | | | | | | |
| (in millions) | June 30, 2022 | | December 31, 2021 |
| CVR Partners: | | | |
9.25% Senior Secured Notes, due June 2023 (1) | $ | — | | | $ | 65 | |
| 6.125% Senior Secured Notes, due June 2028 | 550 | | | 550 | |
| | | |
| Unamortized discount and debt issuance costs | (3) | | | (4) | |
| Total CVR Partners debt, net of current portion | $ | 547 | | | $ | 611 | |
| | | |
| CVR Refining: | | | |
| | | |
| Finance lease obligations, net of current portion | 45 | | | 48 | |
| | | |
| | | |
| Total CVR Refining debt, net of current portion | $ | 45 | | | $ | 48 | |
| | | |
| CVR Energy: | | | |
| 5.25% Senior Notes, due February 2025 | $ | 600 | | | $ | 600 | |
| 5.75% Senior Notes, due February 2028 | 400 | | | 400 | |
| Unamortized debt issuance costs | (4) | | | (5) | |
| Total CVR Energy debt | $ | 996 | | | $ | 995 | |
| Total long-term debt and finance lease obligations, net of current portion | $ | 1,588 | | | $ | 1,654 | |
| Current portion of finance lease obligations | 6 | | | 6 | |
| Total long-term debt and finance lease obligations, including current portion | $ | 1,594 | | | $ | 1,660 | |
| | | | | | | | | | | |
| (in millions) | June 30, 2023 | | December 31, 2022 |
| CVR Partners: | | | |
| 6.125% Senior Secured Notes, due June 2028 | $ | 550 | | | $ | 550 | |
| | | |
| Unamortized discount and debt issuance costs | (3) | | | (3) | |
| Total CVR Partners debt | 547 | | | 547 | |
| | | |
| CVR Refining, LP (“CVR Refining”): | | | |
| | | |
| Finance lease obligations, net of current portion | 40 | | | 42 | |
| | | |
| | | |
| Total CVR Refining finance lease obligations, net of current portion | 40 | | | 42 | |
| | | |
| CVR Energy: | | | |
| 5.25% Senior Notes, due February 2025 | 600 | | | 600 | |
| 5.75% Senior Notes, due February 2028 | 400 | | | 400 | |
| Unamortized debt issuance costs | (3) | | | (4) | |
| Total CVR Energy debt | 997 | | | 996 | |
| Total long-term debt and finance lease obligations, net of current portion | 1,584 | | | 1,585 | |
| Current portion of finance lease obligations | 7 | | | 6 | |
| Total long-term debt and finance lease obligations, including current portion | $ | 1,591 | | | $ | 1,591 | |
(1)
The $65 million outstanding balance of the 9.25% Senior Secured Notes, due June 2023 (the “2023 UAN Notes”) was paid in full on February 22, 2022 at par, plus accrued and unpaid interest.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Credit Agreements
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions) | Total Available Borrowing Capacity | | Amount Borrowed as of June 30, 2022 | | Outstanding Letters of Credit | | Available Capacity as of June 30, 2022 | | Maturity Date |
| CVR Partners: | | | | | | | | | |
Asset Based (“Nitrogen Fertilizer ABL”) Credit Agreement (1) | $ | 35 | | | $ | — | | | $ | — | | | $ | 35 | | | September 30, 2024 |
| CVR Refining: | | | | | | | | | |
Amended and Restated Asset Based (“Petroleum ABL”) Credit Agreement (2) | $ | 275 | | | $ | — | | | $ | 29 | | | $ | 246 | | | June 30, 2027 |
(1)Beginning September 30, 2021, loans under the Nitrogen Fertilizer ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.615% plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615% plus a base rate, if CVR Partners’ quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865% plus SOFR or (b) 0.865% plus a base rate, if CVR Partners’ quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115% plus SOFR or (b) 1.115% plus a base rate, otherwise.
(2)Beginning June 30, 2022, loans under the Petroleum ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.50% plus the Term SOFR (as defined in the Petroleum ABL) or (b) 0.50% plus a base rate, if CVR Refining’s quarterly excess availability is greater than 50%, and (ii) (a) 1.75% plus the Term SOFR or (b) 0.75% plus a base rate, otherwise. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions) | Total Available Borrowing Capacity | | Amount Borrowed as of June 30, 2023 | | Outstanding Letters of Credit | | Available Capacity as of June 30, 2023 | | Maturity Date |
| CVR Partners: | | | | | | | | | |
| Asset Based (“Nitrogen Fertilizer ABL”) Credit Agreement | $ | 35 | | | $ | — | | | $ | — | | | $ | 35 | | | September 30, 2024 |
| CVR Refining: | | | | | | | | | |
| Amended and Restated Asset Based (“Petroleum ABL”) Credit Agreement | $ | 275 | | | $ | — | | | $ | 20 | | | $ | 255 | | | June 30, 2027 |
CVR Partners
2023 UAN Notes - On February 22, 2022, CVR Partners redeemed all of the outstanding 2023 UAN Notes at par and settled accrued and unpaid interest of approximately $1 million through the date of redemption. As a result of this transaction, CVR Partners recognized a loss on extinguishment of debt of $1 million, which includes the write-off of unamortized deferred financing costs and discount of less than $1 million each.
CVR Refining
Petroleum ABL - On April 12, 2022, in connection with the Petroleum ABL, a new wholly owned subsidiary of CVR Energy, CVR Renewables, LLC (“CVR Renew”), delivered to Wells Fargo Bank, National Association, as administrative agent and collateral agent for the secured parties, a Joinder Agreement pursuant to which CVR Renew became a borrower for all purposes under the Petroleum ABL and other Credit Documents (as defined in the Petroleum ABL).
On June 30, 2022, CVR Refining and certain of its subsidiaries (the “Credit Parties”) entered into Amendment No. 3 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012 (the “Amendment”, and as amended, the “Petroleum ABL”), with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”). The Petroleum ABL is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $275 million with a $125 million incremental facility, which is subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures, working capital and general corporate purposes of the Credit Parties and their subsidiaries. The Petroleum ABL provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of $30 million for swingline loans and $60 million (or $100 million if increased by the Agent) for letters of credit. The Petroleum ABL is scheduled to mature on June 30, 2027.
Loans under the Petroleum ABL bear interest at an annual rate equal to, at the option of the Credit Parties, (i) (a) 1.50% plus the Term SOFR (as defined in the Petroleum ABL) or (b) 0.50% plus a base rate, if CVR Refining’s quarterly excess availability is greater than 50%, and (ii) (a) 1.75% plus the Term SOFR or (b) 0.75% plus a base rate, otherwise. All borrowings under the Petroleum ABL are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. The Credit Parties must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.
The Petroleum ABL contains customary covenants for a financing of this type and requires the Credit Parties in certain circumstances to comply with a minimum fixed charge coverage ratio test, and contains other customary restrictive covenants that limit the Credit Parties’ ability and the ability of their subsidiaries to, among other things, incur liens, engage in a
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
consolidation, merger and purchase or sale of assets, pay dividends, incur indebtedness, make advances, investment and loans, enter into affiliate transactions, issue equity interests, or create subsidiaries and unrestricted subsidiaries.
On July 22, 2022, in connection with the Petroleum ABL, 14 newly created indirect, wholly owned subsidiaries (the “Joining Subsidiaries”) of CVR Energy delivered to the Agent a Joinder Agreement pursuant to which such Joining Subsidiaries became borrowers for all purposes under the Petroleum ABL and other Credit Documents.
CVR Energy
2025 Notes and 2028 Notes - On April 12, 2022, in connection with the 5.25% Senior Notes, due 2025 (the “2025 Notes”) and the 5.75% Senior Notes, due 2028 (the “2028 Notes” and together with the 2025 Notes, the “Notes”), issued pursuant to the Indenture dated January 27, 2020 (the “Indenture”), among CVR Energy, the subsidiary guarantors listed therein (collectively, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), CVR Renew, the Guarantors, and the Trustee executed and delivered a Supplemental Indenture pursuant to which CVR Renew unconditionally guaranteed all of the Company’s obligations under the Notes on the terms and conditions set forth in the Note Guarantee and the Indenture.
On July 1, 2022, in connection with the Amendment, the Joining Subsidiaries that were not previously parties to the Indenture executed and delivered a Supplemental Indenture to the Trustee pursuant to which such Joining Subsidiaries unconditionally guaranteed all of the Company’s obligations under the Notes on the terms and conditions set forth in the Note Guarantee and the Indenture.
Covenant Compliance
The Company and its subsidiaries were in compliance with all covenants under their respective debt instruments as of June 30, 2022.2023.
(9) Revenue
The following tables present the Company’s revenue disaggregated by major product. The following tables alsoproduct, which include a reconciliation of the disaggregated revenue withby the Company’s reportable segments.segments:
| | | Three Months Ended June 30, 2022 | | Six Months Ended June 30, 2022 | | Three Months Ended June 30, 2023 | | Six Months Ended June 30, 2023 |
| (in millions) | (in millions) | Petroleum Segment | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated | | Petroleum Segment | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated | (in millions) | Petroleum Segment (1) | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated | | Petroleum Segment (1) | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated |
| Gasoline | Gasoline | $ | 1,421 | | | $ | — | | | $ | — | | | $ | 1,421 | | | $ | 2,524 | | | $ | — | | | $ | — | | | $ | 2,524 | | Gasoline | $ | 1,092 | | | $ | — | | | $ | — | | | $ | 1,092 | | | $ | 2,102 | | | $ | — | | | $ | — | | | $ | 2,102 | |
Distillates (1)(2) | Distillates (1)(2) | 1,350 | | | — | | | — | | | 1,350 | | | 2,312 | | | — | | | — | | | 2,312 | | Distillates (1)(2) | 830 | | | — | | | 35 | | | 865 | | | 1,749 | | | — | | | 83 | | | 1,832 | |
| Ammonia | Ammonia | — | | | 61 | | | — | | | 61 | | | — | | | 103 | | | — | | | 103 | | Ammonia | — | | | 56 | | | — | | | 56 | | | — | | | 94 | | | — | | | 94 | |
| UAN | UAN | — | | | 159 | | | — | | | 159 | | | — | | | 319 | | | — | | | 319 | | UAN | — | | | 104 | | | — | | | 104 | | | — | | | 268 | | | — | | | 268 | |
| Other urea products | Other urea products | — | | | 11 | | | — | | | 11 | | | — | | | 20 | | | — | | | 20 | | Other urea products | — | | | 7 | | | — | | | 7 | | | — | | | 15 | | | — | | | 15 | |
Freight revenue | Freight revenue | 4 | | | 10 | | | — | | | 14 | | | 8 | | | 19 | | | — | | | 27 | | Freight revenue | 5 | | | 11 | | | — | | | 16 | | | 8 | | | 22 | | | — | | | 30 | |
Other (2)(4) | Other (2)(4) | 81 | | | 3 | | | 32 | | | 116 | | | 160 | | | 6 | | | 28 | | | 194 | | Other (2)(4) | 48 | | | 5 | | | 18 | | | 71 | | | 81 | | | 10 | | | 38 | | | 129 | |
| Revenue from product sales | Revenue from product sales | 2,856 | | | 244 | | | 32 | | | 3,132 | | | 5,004 | | | 467 | | | 28 | | | 5,499 | | Revenue from product sales | 1,975 | | | 183 | | | 53 | | | 2,211 | | | 3,940 | | | 409 | | | 121 | | | 4,470 | |
| | Crude oil sales | Crude oil sales | 12 | | | — | | | — | | | 12 | | | 17 | | | — | | | — | | | 17 | | Crude oil sales | 24 | | | — | | | — | | | 24 | | | 52 | | | — | | | — | | | 52 | |
Other revenue (2) | — | | | — | | | — | | | — | | | 1 | | | — | | | — | | | 1 | | |
| Other revenue | | Other revenue | 1 | | | — | | | — | | | 1 | | | 1 | | | — | | | — | | | 1 | |
| Total revenue | Total revenue | $ | 2,868 | | | $ | 244 | | | $ | 32 | | | $ | 3,144 | | | $ | 5,022 | | | $ | 467 | | | $ | 28 | | | $ | 5,517 | | Total revenue | $ | 2,000 | | | $ | 183 | | | $ | 53 | | | $ | 2,236 | | | $ | 3,993 | | | $ | 409 | | | $ | 121 | | | $ | 4,523 | |
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
| | | Three Months Ended June 30, 2021 | | Six Months Ended June 30, 2021 | | Three Months Ended June 30, 2022 | | Six Months Ended June 30, 2022 |
| (in millions) | (in millions) | Petroleum Segment | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated | | Petroleum Segment | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated | (in millions) | Petroleum Segment (1) | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated | | Petroleum Segment (1) | | Nitrogen Fertilizer Segment | | Other / Elimination | | Consolidated |
| Gasoline | Gasoline | $ | 908 | | | $ | — | | | $ | — | | | $ | 908 | | | $ | 1,657 | | | $ | — | | | $ | — | | | $ | 1,657 | | Gasoline | $ | 1,421 | | | $ | — | | | $ | — | | | $ | 1,421 | | | $ | 2,524 | | | $ | — | | | $ | — | | | $ | 2,524 | |
Distillates (1)(2) | Distillates (1)(2) | 685 | | | — | | | — | | | 685 | | | 1,273 | | | — | | | — | | | 1,273 | | Distillates (1)(2) | 1,350 | | | — | | | 27 | | | 1,377 | | | 2,312 | | | — | | | 27 | | | 2,339 | |
| Ammonia | Ammonia | — | | | 32 | | | — | | | 32 | | | — | | | 42 | | | — | | | 42 | | Ammonia | — | | | 61 | | | — | | | 61 | | | — | | | 103 | | | — | | | 103 | |
| UAN | UAN | — | | | 87 | | | — | | | 87 | | | — | | | 126 | | | — | | | 126 | | UAN | — | | | 159 | | | — | | | 159 | | | — | | | 319 | | | — | | | 319 | |
| Other urea products | Other urea products | — | | | 7 | | | — | | | 7 | | | — | | | 11 | | | — | | | 11 | | Other urea products | — | | | 11 | | | — | | | 11 | | | — | | | 20 | | | — | | | 20 | |
Freight revenue | Freight revenue | 5 | | | 9 | | | — | | | 14 | | | 11 | | | 15 | | | — | | | 26 | | Freight revenue | 4 | | | 10 | | | — | | | 14 | | | 8 | | | 19 | | | — | | | 27 | |
Other (2)(4) | Other (2)(4) | 41 | | | 3 | | | (3) | | | 41 | | | 73 | | | 5 | | | (5) | | | 73 | | Other (2)(4) | 81 | | | 3 | | | 5 | | | 89 | | | 160 | | | 6 | | | 1 | | | 167 | |
| Revenue from product sales | Revenue from product sales | 1,639 | | | 138 | | | (3) | | | 1,774 | | | 3,014 | | | 199 | | | (5) | | | 3,208 | | Revenue from product sales | 2,856 | | | 244 | | | 32 | | | 3,132 | | | 5,004 | | | 467 | | | 28 | | | 5,499 | |
| | Crude oil sales | Crude oil sales | 8 | | | — | | | — | | | 8 | | | 37 | | | — | | | — | | | 37 | | Crude oil sales | 12 | | | — | | | — | | | 12 | | | 17 | | | — | | | — | | | 17 | |
Other revenue (2) | 1 | | | — | | | — | | | 1 | | | 1 | | | — | | | — | | | 1 | | |
| Other revenue | | Other revenue | — | | | — | | | — | | | — | | | 1 | | | — | | | — | | | 1 | |
| Total revenue | Total revenue | $ | 1,648 | | | $ | 138 | | | $ | (3) | | | $ | 1,783 | | | $ | 3,052 | | | $ | 199 | | | $ | (5) | | | $ | 3,246 | | Total revenue | $ | 2,868 | | | $ | 244 | | | $ | 32 | | | $ | 3,144 | | | $ | 5,022 | | | $ | 467 | | | $ | 28 | | | $ | 5,517 | |
|
(1)The Petroleum Segment may incur broker commissions or transportation costs prior to the transfer on certain sales. The broker costs are expensed since the contract durations are less than one year. Transportation costs are accounted for as fulfillment costs and are expensed as incurred.
(2)Distillates consist primarily of diesel fuel, kerosene, jet fuel, and jet fuel.renewable fuels activity.
(2)(3)Freight revenue recognized by the Petroleum Segment is primarily tariff and line loss charges rebilled to customers to reimburse the Petroleum Segment for expenses incurred from a pipeline operator. Freight revenue recognized by the Nitrogen Fertilizer Segment represents the pass-through finished goods delivery costs incurred prior to customer acceptance and is reimbursed by customers. An offsetting expense for freight is included in Cost of materials and other.
(4)Other revenue for the Petroleum Segment consists primarily of renewable fuels activity,(i) feedstock, asphaltheavy oils, and liquified petroleum gas sales, (ii) sulfur credits, and (iii) pipeline and processing fees. For the Nitrogen Fertilizer Segment, other revenue consists of sales of (i) nitric acid and (ii) carbon oxide, including sales in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term of 7 years, 3 months. Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery. The Other/Elimination columns include certain credits related to renewable fuel activity and eliminations of intercompany transactions.
Transaction Price Allocated to Remaining Performance Obligations
We have spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). We do not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation. As of June 30, 2023, these contracts have a remaining duration of less than three years.
As of June 30, 2022,2023, the Nitrogen Fertilizer Segment had approximately $8$2 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Nitrogen Fertilizer Segment expects to recognize approximately $4 millionthe majority of these performance obligations as revenue by the end of 2022, an additional $4 million in 2023 and athe remaining nominal amount thereafter.balance during 2024.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Contract Balances
The Nitrogen Fertilizer Segment’s deferred revenue is a contract liability that primarily relates to nitrogen fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. A summary of the Nitrogen Fertilizer Segment’s deferred revenue activity during the six months ended June 30, 20222023 is presented below:
| | | | | |
| (in millions) | |
Balance at December 31, 20212022 | $ | 8748 | |
| Add: | |
New prepay contracts entered into during the period(1) | 1610 | |
| Noncash consideration received as part of the 45Q Transaction | 46 | |
| Less: | |
| Revenue recognized that was included in the contract liability balance at the beginning of the period | (84)(46) | |
| Revenue recognized related to contracts entered into during the period | (14)(10) | |
| Revenue recognized related to noncash consideration | (3) | |
| Other changes | (1) | |
Balance at June 30, 2022Total deferred revenue | 44 | |
Less: Current portion of deferred revenue | (7) | |
| Total long-term deferred revenue | $ | 437 | |
(1) Includes $16 million where payment associated with prepaid contracts was collected as of June 30, 2022.
(10) Derivative Financial Instruments Investments and Fair Value Measurements
Derivative Financial Instruments
Our segments are subject to fluctuations of commodity prices caused by supply and economic conditions, weather, interest rates, and other factors. To manage the impact of price fluctuations of crude oil and other commodities in our results of
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
operations and certain inventories, and to fix margins on future sales and purchases, the Petroleum Segment uses various commodity derivative instruments, such as futures and swaps. The Company has not designated any of its derivative contracts as hedge accounting and records changes in fair value and cash settlements on the condensed consolidated statements of operations.
On a regular basis, the Company enters into commodity contracts with counterparties for the purchases or sale of crude oil, blendstocks, various finished products, and RINs. These contracts usually qualify for the normal purchase normal sale exception and follow the accrual method of accounting. The Petroleum Segment may enter into forward purchase or sale contracts associated with RINs. As of June 30, 2022, the Petroleum Segment had open fixed-price commitments to purchase a net amount of 19 million RINs. All other derivative instruments are recorded at fair value using mark-to-market accounting on a periodic basis utilizing third-party pricing.
The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of June 30, 20222023 and December 31, 2021:2022:
| | (in thousands of barrels) | (in thousands of barrels) | Commodity | | June 30, 2022 | | December 31, 2021 | (in thousands of barrels) | Commodity | | June 30, 2023 | | December 31, 2022 |
| Forwards | Forwards | Crude | | 519 | | | 67 | | Forwards | Crude | | (113) | | | 373 | |
| Swaps | Swaps | Group 3 Diesel Cracks | | (1,100) | | | — | | Swaps | NYMEX Diesel Cracks | | (7,875) | | | — | |
| Swaps | | Swaps | NYMEX RBOB Cracks | | (3,250) | | | — | |
| Swaps | | Swaps | NYMEX 2-1-1 Cracks | | (7,380) | | | — | |
| Futures | Futures | Crude | | — | | | (20) | | Futures | Crude | | (50) | | | (150) | |
| Futures | Futures | ULSD | | (528) | | | (220) | | Futures | ULSD | | (75) | | | (215) | |
| Futures | Futures | Soybean | | 109 | | | — | | Futures | Soybean | | (278) | | | (109) | |
As of June 30, 2023, the Petroleum Segment had open fixed-price commitments to purchase a net amount of 63 million RINs.
The following outlines the realized and unrealized gains (losses) gains incurred from derivative activities, all of which arewere recorded in Cost of materials and other on the condensed consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Forwards | $ | 2 | | | $ | (4) | | | $ | 10 | | | $ | 6 | |
| Swaps | — | | | (49) | | | 29 | | | (48) | |
| Futures | (6) | | | (15) | | | 2 | | | (24) | |
| Total (loss) gain on derivatives, net | $ | (4) | | | $ | (68) | | | $ | 41 | | | $ | (66) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | 2022 | | 2021 | | 2022 | | 2021 |
| Forwards | $ | (4) | | | $ | 4 | | | $ | 6 | | | $ | 22 | |
| Swaps | (49) | | | (5) | | | (48) | | | (55) | |
| Futures | (15) | | | (1) | | | (24) | | | (1) | |
| Total loss on derivatives, net | $ | (68) | | | $ | (2) | | | $ | (66) | | | $ | (34) | |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Offsetting Assets and Liabilities
The following outlines the condensed consolidated balance sheetssheet line items that include our derivative financial instruments and the effect of the collateral netting. Such amounts are presented on a gross basis, before the effects of collateral netting. The Company elected to offset the derivative assets and liabilities with the same counterparty on a net basis when the legal right of offset exists.
| | | June 30, 2022 | | December 31, 2021 | | June 30, 2023 | | December 31, 2022 |
| | Derivatives | | Collateral Netting | | Net Value | | Derivatives | | Collateral Netting | | Net Value | | Derivatives | | Collateral Netting | | Net Value | | Derivatives | | Collateral Netting | | Net Value |
| (in millions) | (in millions) | Assets | | Liabilities | | Assets | | Liabilities | | (in millions) | Assets | | Liabilities | | Assets | | Liabilities | |
| Prepaid expenses and other current assets | Prepaid expenses and other current assets | $ | 8 | | | $ | (3) | | | $ | — | | | $ | 5 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Prepaid expenses and other current assets | $ | 6 | | | $ | — | | | $ | — | | | $ | 6 | | | $ | — | | | $ | (1) | | | $ | 1 | | | $ | — | |
| Other long-term assets | | Other long-term assets | 11 | | | — | | | — | | | 11 | | | — | | | — | | | — | | | — | |
| Other current liabilities | Other current liabilities | — | | | (20) | | | — | | | (20) | | | 5 | | | (7) | | | — | | | (2) | | Other current liabilities | — | | | (10) | | | 5 | | | (5) | | | — | | | (4) | | | — | | | (4) | |
At June 30, 20222023 and December 31, 2021,2022, the Company had $4$9 million and $4$7 million of collateral under master netting arrangements not offset against the derivatives within Prepaid expenses and other current assets on the condensed consolidated balance sheets, respectively, primarily related to initial margin requirements. Certain of ourOur derivative instruments contain credit risk-related contingent provisions associated with our credit ratings. If our credit rating were to be downgraded, it would allow the counterparty to require us to post collateral or to request immediate, full settlement of derivative instruments in
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
liability positions. The aggregate fair value of our derivative liabilitiesThere were no derivatives with credit risk-related contingent provisions that were in a net liability position as of June 30, 2022 was $17 million, for which no collateral has been posted.
Investments
Investments consist of equity securities, which are reported at fair value in Prepaid expenses2023 and other current assets on our condensed consolidated balance sheets. These investments are considered trading securities. Investment income on marketable securities consists of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | |
| Gain on marketable securities | $ | — | | | $ | 21 | | | $ | — | | | $ | 83 | |
| Investment income on marketable securities | $ | — | | | $ | 21 | | | $ | — | | | $ | 83 | |
On January 18, 2022, the Company divested its remaining nominal investment in Delek US Holdings, Inc. (“Delek”). As of June 30, 2022, the Company did not hold any investment in Delek.December 31, 2022.
Fair Value Measurements
In accordance with FASB ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.
ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
•Level 1 — Quoted prices in active markets for identical assets or liabilities
•Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)
•Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value)
The following tables set forth the assets and liabilities measured or disclosed at fair value on a recurring basis, by input level, as of June 30, 20222023 and December 31, 2021:2022:
| | | June 30, 2022 | | June 30, 2023 |
| (in millions) | (in millions) | Level 1 | | Level 2 | | Level 3 | | | Total | (in millions) | Level 1 | | Level 2 | | Level 3 | | | Total |
| Location and description | | | | | | | | | |
| Location and description: | | Location and description: | | | | | | | | |
| | Other current assets (derivative financial instruments) | $ | — | | | $ | 5 | | | $ | — | | | $ | 5 | | |
| Prepaid expenses and other current assets (derivative financial instruments) | | Prepaid expenses and other current assets (derivative financial instruments) | $ | — | | | $ | 6 | | | $ | — | | | $ | 6 | |
| Other long-term assets (derivative financial instruments) | | Other long-term assets (derivative financial instruments) | — | | | 11 | | | — | | | 11 | |
| | Total assets | Total assets | $ | — | | | $ | 5 | | | $ | — | | | $ | 5 | | Total assets | $ | — | | | $ | 17 | | | $ | — | | | $ | 17 | |
| | | | Other current liabilities (RFS obligations) | | Other current liabilities (RFS obligations) | $ | — | | | $ | (599) | | | $ | — | | | $ | (599) | |
| Other current liabilities (derivative financial instruments) | Other current liabilities (derivative financial instruments) | $ | — | | | $ | (20) | | | $ | — | | | $ | (20) | | Other current liabilities (derivative financial instruments) | — | | | (5) | | | — | | | (5) | |
| Other current liabilities (RFS obligations) | — | | | (708) | | | — | | | (708) | | |
| Long-term debt and finance lease obligations, net of current portion (long-term debt) | Long-term debt and finance lease obligations, net of current portion (long-term debt) | — | | | (1,392) | | | — | | | (1,392) | | Long-term debt and finance lease obligations, net of current portion (long-term debt) | — | | | (1,409) | | | — | | | (1,409) | |
| Total liabilities | Total liabilities | $ | — | | | $ | (2,120) | | | $ | — | | | $ | (2,120) | | Total liabilities | $ | — | | | $ | (2,013) | | | $ | — | | | $ | (2,013) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| (in millions) | Level 1 | | Level 2 | | Level 3 | | | | Total |
| Location and description: | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Other current liabilities (commodity derivatives) | $ | — | | | $ | (4) | | | $ | — | | | | | $ | (4) | |
| Other current liabilities (RFS obligations) | — | | | (692) | | | — | | | | | (692) | |
| Long-term debt and finance lease obligations, net of current portion (long-term debt) | — | | | (1,394) | | | — | | | | | (1,394) | |
| Total liabilities | $ | — | | | $ | (2,090) | | | $ | — | | | | | $ | (2,090) | |
As of June 30, 2023 and December 31, 2022, the only financial assets and liabilities that are measured at fair value on a recurring basis are the Company’s derivative instruments and the RFS obligations. The estimated fair value of cash equivalents,
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| (in millions) | Level 1 | | Level 2 | | Level 3 | | | | Total |
| Location and description | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Other current assets (derivative financial instruments) | $ | — | | | $ | 1 | | | $ | — | | | | | $ | 1 | |
| | | | | | | | | |
| Total assets | $ | — | | | $ | 1 | | | $ | — | | | | | $ | 1 | |
| | | | | | | | | |
| Other current liabilities (derivative financial instruments) | $ | — | | | $ | (2) | | | $ | — | | | | | $ | (2) | |
| Other current liabilities (RFS obligations) | — | | | (494) | | | — | | | | | (494) | |
| Long-term debt and finance lease obligations, net of current portion (long-term debt) | — | | | (1,620) | | | — | | | | | (1,620) | |
| Total liabilities | $ | — | | | $ | (2,116) | | | $ | — | | | | | $ | (2,116) | |
As of June 30, 2022 and December 31, 2021, the only financial assets and liabilities that are measured at fair value on a recurring basis are the Company’s investments, derivative instruments, and the RFS obligations. The estimated fair value of cash equivalents, including amounts invested in short-term money market funds, and restricted cash approximate their carrying amounts. The Petroleum Segment’s commodity derivative contracts and RFS obligations, which use fair value measurements and are valued using broker quoted market prices of identical or similar instruments and are considered Level 2 inputs.in the fair value hierarchy. Similarly, RFS obligations are valued using available broker quoted market RIN prices for each specific or closest vintage year and are considered Level 2 in the fair value hierarchy.
CVR Partners performed a non-recurring fair value measurement of the equity interest received as part of the 45Q Transaction in the first quarter of 2023. Such valuation used a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples. CVR Partners determined the estimated fair value of the consideration received to be $46 million, which is a non-recurring Level 3 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, based on the use of CVR Partners’ own assumptions described above. The Company had no transfers of assets or liabilities between any of the above levels during the six months ended June 30, 2023 and year ended December 31, 2022.
(11) Share-Based Compensation
A summary of compensation expense during the three and six months ended June 30, 20222023 and 20212022 is presented below:
| | | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Performance Unit Awards | $ | — | | | $ | — | | | $ | — | | | $ | (3) | | |
| | | CVR Partners - Phantom Unit Awards | CVR Partners - Phantom Unit Awards | (3) | | | 7 | | | 11 | | | 12 | | CVR Partners - Phantom Unit Awards | $ | 2 | | | $ | (3) | | | $ | 4 | | | $ | 11 | |
| Incentive Unit Awards | Incentive Unit Awards | 14 | | | 5 | | | 25 | | | 11 | | Incentive Unit Awards | 4 | | | 14 | | | 11 | | | 25 | |
| Total share-based compensation expense | Total share-based compensation expense | $ | 11 | | | $ | 12 | | | $ | 36 | | | $ | 20 | | Total share-based compensation expense | $ | 6 | | | $ | 11 | | | $ | 15 | | | $ | 36 | |
(12) Commitments and Contingencies
Except as described below, there have been no material changes in the Company’s commitments and contingencies from those disclosed in the 20212022 Form 10-K and first quarter 2022in the Form 10-Q.10-Q for the period ended March 31, 2023. In the ordinary course of business, the Company may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, the Company believes there would be no material impact onto its consolidated financial statements.
The Company continues to monitor its contractual arrangements and customer, vendor, and supplier relationships to determine whether and to what extent, if any, the impacts of the COVID-19 pandemic, the Russia-Ukraine conflict, the current global and domestic economic environment, including increasing interest rates and inflation or a potential recession, or ongoing crude oil, refined product, or utility price volatility will impair or excuse the performance of the Company or its subsidiaries or their customers, vendors, or suppliers under existing agreements. As of June 30, 2022,2023, the Company had not experienced a material financial impact from any actual or threatened impairment of or excuse in its or others’ performance under such agreements.
Crude Oil Supply Agreement
Effective on August 4, 2021, an indirect, wholly owned subsidiary of CVR Refining entered into the Second Amended and Restated Crude Oil Supply Agreement (the “Crude“Vitol Crude Oil Supply Agreement”) with Vitol Inc. (“Vitol”), which superseded, in its entirety, the August 31, 2012 Amended and Restated Crude Oil Supply Agreement between the parties. Under the Vitol Crude Oil Supply Agreement, Vitol supplies the Petroleum Segment with crude oil and intermediation logistics helping to reduce the
amount of inventory held at certain locations and mitigate crude oil pricing risk. Volumes contracted under the Vitol Crude Oil Supply Agreement, as a percentage of the total crude oil purchases (in barrels), were approximately 30%19% and 42%30% for the three months ended June 30, 20222023 and 2021,2022, respectively, and approximately 34%25% and 40%34% for the six months ended June 30, 2023 and 2022, respectively. In June 2023, the Company’s subsidiary delivered a notice of termination to Vitol, which terminates the Vitol Crude Oil Supply Agreement according to previously disclosed terms, effective December 31, 2023. The foregoing description of the Vitol Crude Oil Supply Agreement does not purport to be complete and 2021, respectively.is qualified in its entirety by reference to its full text which was filed with the Company’s quarterly report on Form 10-Q for the period ended September 30, 2021.
On June 28, 2023, the Company, through one of its indirect wholly owned subsidiaries, entered into a crude oil supply agreement (the “Gunvor Crude Oil Supply Agreement”) with Gunvor USA LLC (“Gunvor”), pursuant to which Gunvor will supply certain crude oil and intermediation logistics in connection with deliveries beginning on or about January 1, 2024. The Gunvor Crude Oil Supply Agreement has a term of 24 months, subject to automatic one-year renewals thereafter in the absence of either party providing 180 days notice of termination and will replace the Vitol Crude Oil Supply Agreement. The foregoing description of the Gunvor Crude Oil Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Gunvor Crude Oil Supply Agreement, which currently extends through December 31, 2022, automatically renews for successive one-year terms (each suchis filed herewith.
45Q Transaction
Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary CRNF is obligated to meet certain minimum quantities of carbon oxide supply each year during the term a “Renewal Term”) unless either party provides the other with notice of non-renewal at least 180 days prior to expiration of the term or any Renewal Term.agreement and is subject to fees of up to $15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45 million cap, if these minimum quantities are not delivered. CVR Partners issued a guarantee to the unaffiliated third-party investors and certain affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVRP JV, which include the aforementioned fees. This guarantee has no impacts on the accounting records of CVR Partners unless the parties fail to comply with the terms of the 45Q Transaction contracts.
Renewable Fuel Standards
The Company’sCertain of the Petroleum Segment isSegment’s subsidiaries are subject to the RFS (collectively, the “obligated-party subsidiaries”) implemented by the Environmental Protection Agency (the “EPA”), which requires refiners to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending. The Petroleum Segment isSegment’s obligated-party subsidiaries are not able to blend the substantial majority of itstheir transportation fuels and must either purchase RINs or obtain waiver credits for cellulosic biofuels, or other exemptions from the EPA, in order to comply with the RFS. Additionally, the Petroleum Segment’s obligated-party subsidiaries purchase RINs generated from our renewable diesel operations, whose operating results are not included in either of our reportable segments, to partially satisfy their RFS obligations.
The Petroleum SegmentCompany’s obligated-party subsidiaries recognized an expenseexpenses of $153approximately of $48 million and $173$135 million for the three months ended June 30, 20222023 and 2021,2022, respectively, and $259expenses of $37 million and $351$241 million for the six months ended June 30, 20222023 and 2021,2022, respectively, for its compliance with the RFS (based on the 2020, 2021, 2022 and 20222023 renewable volume obligation (“RVO”), for the respective periods, excluding the impacts of any exemptions or waivers to which the Petroleum SegmentCompany’s obligated-party subsidiaries may be entitled). The recognized amounts are included within Cost of materials and other in the condensed consolidated statements of operations and represent costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel. At each reporting period, to the extent RINs purchased and generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which the Petroleum SegmentCompany may be entitled), the remaining position is marked-to-marketvalued using RIN market prices at period end.end using for each specific or closest vintage year. As of June 30, 20222023 and December 31, 2021,2022, the Petroleum Segment’sCompany’s obligated-party subsidiaries’ RFS position waspositions were approximately $708$599 million and $494$692 million, respectively, which isand are recorded in Other current liabilities in the condensed consolidated balance sheets.
Litigation
The U.S. Attorney’s office for the Southern District of New York contacted CVR Energy in September 2017 seeking production of information pertaining to CVR Refining’s, CVR Energy’s and Mr. Carl C. Icahn’s activities relating to the RFS and Mr. Icahn’s former role as an advisor to former President Trump. CVR Energy cooperated with the request and provided information in response to the subpoena. The U.S. Attorney’s office has not made any claims or allegations against CVR Energy or Mr. Icahn. CVR Energy believes it maintains a strong compliance program and, while no assurances can be made, CVR Energy does not believe this inquiry will have a material impact on its business, financial condition, results of operations or cash flows.
Call Option LawsuitsCoverage Case – OnIn July 20, 2022,2023, the Superior Court of the State of Delaware (the “Superior Court”) heard oral argument on the motion filed by the primary and excess insurers (the “Insurers”) of the Company and certain of its affiliates (the “Call Defendants”) who are partiesseeking to stay the consolidated lawsuits (collectively,Call Defendants’ action against the “Call Option Lawsuits”) pending before the Delaware Court of Chancery (the “Chancery Court”), primarilyInsurers alleging breach of contract tortious interference and breach of the implied covenant of good faith and fair dealing relating to the Insurers’ denial of coverage of the Call Defendants’ defense expenses and seeking monetary damages and attorneys’ fees, amongindemnity, as well as other remedies,conduct of the Insurers, relating to the lawsuits filed by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholdersagainst the Call Defendants relating to the Company’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner, entered into a confidential, binding term sheet pursuant to which the Company, Call Defendants and plaintiffs are expected to execute a final agreement to settle the Call Option Lawsuits for $79 million, subject to approvalaction was settled by the Chancery Court and other conditions contained therein. If finalized, settlement of the Callparties on August 19, 2022 (the “Call Option Lawsuits is not currently expected to have any further impact on the Company’s financial position or results of operations beyond the $79 million recognized within Other current liabilities and Other (expense) income, net as of June 30, 2022 to reflect the estimated probable loss.
Lawsuits"). The lawsuits relating to insurance coverage for the Call Option Lawsuits, one filed on January 27, 2021, in the 434th Judicial District Court of Fort Bend County, Texas by the Call Defendants’ primary and excess insurers (the “Insurers”) seeking aInsurers’ declaratory judgment determiningaction seeking determination that theythe Insurers owe no indemnity coverage for the Call Option Lawsuits in relation to insurance policies that have coverage limits of $50 million and another filed on January 30, 2022, in the Superior Court of the State of Delaware by the Call Defendants against the Insurers for anticipatory breach of contract and breach of the implied covenant of good faith and fair dealing (the “Delaware Coverage Case”), remain pending, and pre-trial proceedings are in process. The
Company intends to vigorously pursue recovery of the $79 million it expects to pay in settlement of the Call Option Lawsuits remains pending before the 434th Judicial District Court of Fort Bend County, Texas, which granted summary judgment in favor of the Insurers in November 2022, which the Company intends to appeal once final judgment is entered. As our potential appeal of the Texas court decision and other damages allowed by law from its primary and excess insurers in the event the Chanceryour Superior Court approves the settlement. As both lawsuitslawsuit are in
their early stages, the Company cannot determine at this time the outcome of these lawsuits, including whether the outcome would have a material impact on the Company’s financial position, results of operations, or cash flows.
RFS Disputes – InThe Company continues to pursue the petitions it has filed in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) and the United States Court of Appeals for the District of Columbia Circuit (the “DC Circuit”) challenging the EPA’s April 2022 and June 2022 actions relating to the EPA (a) denied 36RFS including but not limited to its denial of small refinery exemptions (“SREs”) under the RFS, including one the EPA had previously granted tosought by Wynnewood Refining Company, LLC (“WRC”) for the 20182017 through 2021 compliance period, which previous grant was initially made by the EPA months after its required deadline causing harm to WRC;periods (the “SRE Denial”) and (b) issued an alternate compliance ruling under which certain small refineries, including WRC for 2018, were not required to purchase or redeem additional RFS credits as a result of the EPA’s denial (the “Alternate Compliance Ruling”). In JuneFinal Rule issued in July 2022 the EPA (c) denied WRC’s 2017 SRE, which had been previously granted by the EPA, and also denied WRC’s SREs for 2019, 2020 and 2021, which had been previously pending before the EPA, and (d) added to its April 2022 Alternate Compliance Ruling WRC’s now-denied 2017 SRE. In June 2022, WRC filed petitions challenging the EPA’s improper denial of WRC’s 2018 SRE and the Alternate Compliance Ruling. In July and August 2022, WRC filed petitions challenging the EPA’s improper denial of WRC’s SREs for the 2017 and 2019 to 2021 compliance periods,establishing RVO, and also intervened in an action filed by certain biofuels producers against the EPA relating to the Alternate Compliance Ruling. As eachRFS. In March 2023, the Fifth Circuit granted WRC’s motion to stay enforcement of the RFS against WRC pending resolution of its claims relating to the SRE Denial. Litigation in these proceedings iscases continues. In July 2023, the EPA denied 26 petitions from small refineries seeking SREs for one or more of the compliance years between 2016 and 2023, including the SRE sought by WRC for 2022, which denials WRC intends to challenge in its earliest stages, thecourt. The Company cannot yet determine at this time the outcomes of these matters. However, while we firmly believe the EPA’s actions are unlawful and violate the RFS, and whileWhile we intend to pursue all available legal remedies,prosecute these actions vigorously, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material effect on the Company’s financial position, results of operations, or cash flows.
Environmental, Health, and Safety (“EHS”) Matters
Clean Air Act Matter - In May 2022, CRRM appealedCoffeyville Resources Refining & Marketing, LLC (“CRRM”) is party to proceedings relating to claims brought by the United States, on behalf of the EPA, and the State of Kansas, on behalf of the Kansas Department of Health and Environment (“KDHE”). One of these proceedings concerns claims arising under a 2012 Consent Decree (“CD”), which primarily relate to the 10th CircuitCRRM refinery’s flares; the March 30, 2022 decisionUnited States, on behalf of the United StatesEPA, and KDHE are seeking approximately $6.8 million in stipulated penalties under the CD (the “Stipulated Claims”), which amount CRRM previously deposited into a commercial escrow account and which escrowed funds are legally restricted for use and are included in Other assets in our condensed consolidated balance sheets. CRRM has filed an appeal of an order from the Federal District Court for the District of Kansas (“D. Kan.”) denying CRRM’sits petition for judicial review of approximately $6.8 millionthe Stipulated Claims in stipulated penaltiesthe United States Court of Appeals for the Tenth Circuit (the “Stipulated Claims”“Tenth Circuit”) being sought, which remains pending.
CRRM is also party to proceedings brought by the United States, (onon behalf of the EPA) and the State of Kansas, through the Kansas Department of Health and Environment (“KDHE”) in connection with their allegations that CRRM violated the CAA and a 2012 Consent Decree (the “CD”) between CRRM, the United States (on behalf of the EPA)EPA, and KDHE at CRRM’s Coffeyville refinery, primarily relating to flares. CRRM previously deposited funds into a commercial escrow account relating to the Stipulated Claims, and such funds are legally restricted for use and are included within Prepaid expenses and other current assets on the condensed consolidated balance sheets. Briefing relating to the appropriate jurisdiction of the appeal is in process.
On March 21, 2022, CRRM filed a Motion to Dismiss certain claims in the first amended supplemental complaint filed by United States (on behalf of the EPA) and KDHE on February 17, 2022,D. Kan, alleging violations of the CAA,Clean Air Act, the Kansas State Implementation Plan, Kansas law, 40 C.F.R. Part 63 and CRRM’s permits relating to flares, heaters, and related mattersmatters; the United States, on behalf of the EPA, and KDHE are seeking civil penalties, injunctive relief, and related relief in connection with these claims (collectively, the “Statutory Claims”). CRRM’s MotionIn May 2023, the parties mediated both the Statutory Claims and the Stipulated Claims before the Tenth Circuit mediation office and agreed to Dismiss remains pendingstay the proceedings before the D. Kan.
for 90 days (i.e., until August 20, 2023) while the parties work to reach a final settlement agreement, including with respect to injunctive relief. As negotiations and proceedings relating to the potential settlement of the Stipulated Claims and the Statutory Claims are ongoing, the Company cannot determine at this time the outcome of these matters, including whether such outcome, or any subsequent enforcement or litigation relating thereto would have a material impact on the Company’s financial position, results of operations, or cash flows.
(13) Business Segments
CVR Energy’s revenues are primarily derived from 2two reportable segments: the Petroleum Segment and the Nitrogen Fertilizer Segment. The Company evaluates the performance of its segments based primarily on segment operating income (loss) and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”). For the purposes of the business segments disclosure, the Company presents operating income (loss) as it is the most comparable measure to the amounts presented on the condensed consolidated statements of operations. The other amounts reflect activities associated with our renewable fuels activities,business, intercompany eliminations, corporate cash and cash equivalents, income tax activities, and other corporate activities that are not allocated or aggregated to the reportable segments.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The following table summarizes certain operating results and capital expenditures information by segment:
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Net sales: | Net sales: | | | | | | | | Net sales: | | | | | | | |
| Petroleum | Petroleum | $ | 2,868 | | | $ | 1,648 | | | $ | 5,022 | | | $ | 3,052 | | Petroleum | $ | 2,000 | | | $ | 2,868 | | | $ | 3,993 | | | $ | 5,022 | |
| Nitrogen Fertilizer | Nitrogen Fertilizer | 244 | | | 138 | | | 467 | | | 199 | | Nitrogen Fertilizer | 183 | | | 244 | | | 409 | | | 467 | |
Other, including intersegment eliminations (1) | Other, including intersegment eliminations (1) | 32 | | | (3) | | | 28 | | | (5) | | Other, including intersegment eliminations (1) | 53 | | | 32 | | | 121 | | | 28 | |
| Total net sales | Total net sales | $ | 3,144 | | | $ | 1,783 | | | $ | 5,517 | | | $ | 3,246 | | Total net sales | $ | 2,236 | | | $ | 3,144 | | | $ | 4,523 | | | $ | 5,517 | |
| | Operating income (loss): | Operating income (loss): | | | | | | | | Operating income (loss): | | | | | | | |
| Petroleum | Petroleum | $ | 297 | | | $ | (20) | | | $ | 427 | | | $ | (136) | | Petroleum | $ | 171 | | | $ | 297 | | | $ | 408 | | | $ | 427 | |
| Nitrogen Fertilizer | Nitrogen Fertilizer | 126 | | | 30 | | | 230 | | | 16 | | Nitrogen Fertilizer | 67 | | | 126 | | | 176 | | | 230 | |
Other, including intersegment eliminations (1) | Other, including intersegment eliminations (1) | (21) | | | (4) | | | (34) | | | (9) | | Other, including intersegment eliminations (1) | (14) | | | (21) | | | (30) | | | (34) | |
| Total operating income (loss) | Total operating income (loss) | 402 | | | 6 | | | 623 | | | (129) | | Total operating income (loss) | 224 | | | 402 | | | 554 | | | 623 | |
| Interest expense, net | Interest expense, net | (23) | | | (38) | | | (48) | | | (69) | | Interest expense, net | (16) | | | (23) | | | (32) | | | (48) | |
| Investment income on marketable securities | — | | | 21 | | | — | | | 83 | | |
| Other (expense) income, net | (74) | | | 3 | | | (84) | | | 10 | | |
| Income (loss) before income tax expense | $ | 305 | | | $ | (8) | | | $ | 491 | | | $ | (105) | | |
| | Other income (expense), net | | Other income (expense), net | 4 | | | (74) | | | 6 | | | (84) | |
| Income before income tax expense | | Income before income tax expense | $ | 212 | | | $ | 305 | | | $ | 528 | | | $ | 491 | |
| Depreciation and amortization: | Depreciation and amortization: | | | | | | | | Depreciation and amortization: | | | | | | | |
| Petroleum | Petroleum | $ | 46 | | | $ | 51 | | | $ | 93 | | | $ | 102 | | Petroleum | $ | 45 | | | $ | 46 | | | $ | 91 | | | $ | 93 | |
| Nitrogen Fertilizer | Nitrogen Fertilizer | 21 | | | 21 | | | 42 | | | 35 | | Nitrogen Fertilizer | 20 | | | 21 | | | 35 | | | 42 | |
Other (1) | 6 | | | — | | | 5 | | | 1 | | |
| Other | | Other | 7 | | | 6 | | | 15 | | | 5 | |
| Total depreciation and amortization | Total depreciation and amortization | $ | 73 | | | $ | 72 | | | $ | 140 | | | $ | 138 | | Total depreciation and amortization | $ | 72 | | | $ | 73 | | | $ | 141 | | | $ | 140 | |
Capital expenditures: (2) | Capital expenditures: (2) | | | | | | | | Capital expenditures: (2) | | | | | | | |
| Petroleum | Petroleum | $ | 19 | | | $ | 9 | | | $ | 38 | | | $ | 19 | | Petroleum | $ | 22 | | | $ | 19 | | | $ | 53 | | | $ | 38 | |
| Nitrogen Fertilizer | Nitrogen Fertilizer | 9 | | | 4 | | | 14 | | | 7 | | Nitrogen Fertilizer | 6 | | | 9 | | | 10 | | | 14 | |
Other (1) | Other (1) | 13 | | | 70 | | | 39 | | | 125 | | Other (1) | 20 | | | 13 | | | 34 | | | 39 | |
| Total capital expenditures | Total capital expenditures | $ | 41 | | | $ | 83 | | | $ | 91 | | | $ | 151 | | Total capital expenditures | $ | 48 | | | $ | 41 | | | $ | 97 | | | $ | 91 | |
The following table summarizes total assets by segment:
| | (in millions) | (in millions) | June 30, 2022 | | December 31, 2021 | (in millions) | June 30, 2023 | | December 31, 2022 |
| | Petroleum | Petroleum | $ | 4,280 | | | $ | 3,368 | | Petroleum | $ | 4,260 | | | $ | 4,354 | |
| Nitrogen Fertilizer | Nitrogen Fertilizer | 1,119 | | | 1,127 | | Nitrogen Fertilizer | 1,019 | | | 1,100 | |
Other, including intersegment eliminations (1) | Other, including intersegment eliminations (1) | (728) | | | (589) | | Other, including intersegment eliminations (1) | (1,062) | | | (1,335) | |
| Total assets | Total assets | $ | 4,671 | | | $ | 3,906 | | Total assets | $ | 4,217 | | | $ | 4,119 | |
|
(1)Other includes amounts for the Wynnewood Refinery’s renewable diesel unitfeedstock pretreater project.
(2)Capital expenditures are shown exclusive of capitalized turnaround expenditures and business combinations.expenditures.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(14) Supplemental Cash Flow Information
Cash flows related to income taxes, interest, leases and capital expenditures and deferred financing coststurnaround expenditures included in accounts payable and non-cash dividends were as follows:
| | | Six Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | (in millions) | 2023 | | 2022 |
| Supplemental disclosures: | Supplemental disclosures: | | | | Supplemental disclosures: | | | |
| Cash paid for income taxes, net of refunds | Cash paid for income taxes, net of refunds | $ | 60 | | | $ | — | | Cash paid for income taxes, net of refunds | $ | 39 | | | $ | 60 | |
| Cash paid for interest | Cash paid for interest | 49 | | | 65 | | Cash paid for interest | 48 | | | 49 | |
| Cash paid for amounts included in the measurement of lease liabilities: | Cash paid for amounts included in the measurement of lease liabilities: | | Cash paid for amounts included in the measurement of lease liabilities: | |
| Operating cash flows from operating leases | Operating cash flows from operating leases | 9 | | | 8 | | Operating cash flows from operating leases | 9 | | | 9 | |
| Operating cash flows from finance leases | Operating cash flows from finance leases | 2 | | | 3 | | Operating cash flows from finance leases | 2 | | | 2 | |
| Financing cash flows from finance leases | Financing cash flows from finance leases | 3 | | | 3 | | Financing cash flows from finance leases | 3 | | | 3 | |
| Non-cash investing and financing activities: | | |
| Noncash investing and financing activities: | | Noncash investing and financing activities: | |
| Change in capital expenditures included in accounts payable (1) | Change in capital expenditures included in accounts payable (1) | 3 | | | 25 | | Change in capital expenditures included in accounts payable (1) | (3) | | | 3 | |
| Change in turnaround expenditures included in accounts payable | Change in turnaround expenditures included in accounts payable | — | | | (1) | | Change in turnaround expenditures included in accounts payable | 1 | | | — | |
| Non-cash dividends to CVR Energy stockholders | — | | | 251 | | |
|
(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.
Cash, cash equivalents and restricted cash consisted of the following:
| | (in millions) | (in millions) | June 30, 2022 | | December 31, 2021 | (in millions) | June 30, 2023 | | December 31, 2022 |
| Cash and cash equivalents | Cash and cash equivalents | $ | 893 | | | $ | 510 | | Cash and cash equivalents | $ | 751 | | | $ | 510 | |
Restricted cash (1) | Restricted cash (1) | 7 | | | 7 | | Restricted cash (1) | 7 | | | 7 | |
| Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash | $ | 900 | | | $ | 517 | | Cash, cash equivalents and restricted cash | $ | 758 | | | $ | 517 | |
(1)The restricted cash balance is included within Prepaid expenses and other current assets on the condensed consolidated balance sheets.
(15) Related Party Transactions
Activity associated with the Company’s related party arrangements for the three and six months ended June 30, 20222023 and 20212022 is summarized below:
Expenses from Related PartiesParty Activity
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Cost of materials and other: | | | | | | | | |
| Sales to related parties: | | Sales to related parties: | | | | | | | |
CVRP JV CO Contract (1) | | CVRP JV CO Contract (1) | $ | 1 | | | $ | — | | | $ | 2 | | | $ | — | |
| Purchases from related parties: | | Purchases from related parties: | |
| Enable Joint Venture Transportation Agreement | Enable Joint Venture Transportation Agreement | $ | 2 | | | $ | 3 | | | $ | 5 | | | $ | 6 | | Enable Joint Venture Transportation Agreement | 3 | | | 2 | | | 6 | | | 5 | |
| | | Payments made: | | |
| Midway Joint Venture Agreement (2) | | Midway Joint Venture Agreement (2) | 5 | | | 5 | | | 10 | | | 11 | |
| Payments: | | Payments: | |
Dividends (1)(3) | Dividends (1)(3) | 28 | | | 348 | | | 28 | | | 348 | | Dividends (1)(3) | 36 | | | 28 | | | 71 | | | 28 | |
|
(1)Sales to related parties, included in Net sales in our condensed consolidated financial statements, consists of CO sales to a CVRP JV subsidiary.
(2)Purchases from related parties, included in Cost of materials and other in our condensed consolidated financial statements, represents reimbursements for crude oil transportation services incurred on the Midway JV through Vitol as the intermediary purchasing agent.
(3)See below for a summary of the dividends paid to IEP forduring the six months ended June 30, 20222023 and year ended December 31, 2021.2022. Corporate Master Service Agreement
On April 12, 2022, in connection with our Corporate Master Service Agreement effective January 1, 2020, by and among our wholly owned subsidiary, CVR Services, and certain other of our subsidiaries, including but not limited to CVR Partners and its subsidiaries, pursuant to which CVR Services provides the service recipients thereunder with management and other
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
professional services (the “Corporate MSA”), 18 indirect, wholly owned subsidiaries of CVR Energy, including but not limited to CVR Renew and the Joining Subsidiaries, were joined as service recipients under the Corporate MSA.
Dividends to CVR Energy Stockholders
Dividends, if any, including the payment, amount and timing thereof, are determined in the discretion of CVR Energy’s board of directors (the “Board”). IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date. The following table presentstables present quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding).:
| | | | Dividends Paid (in millions) | | Quarterly Dividends Paid (in millions) |
| Related Period | Related Period | | Date Paid | | Dividend Per Share | | Stockholders | | IEP | | Total | Related Period | | Date Paid | | Quarterly Dividends
Per Share | | Public Stockholders | | IEP | | Total |
| 2022 - 1st Quarter | | May 23, 2022 | | $ | 0.40 | | | $ | 12 | | | $ | 28 | | | $ | 40 | | |
| 2022 - 4th Quarter | | 2022 - 4th Quarter | | March 13, 2023 | | $ | 0.50 | | | $ | 15 | | | $ | 36 | | | $ | 50 | |
| 2023 - 1st Quarter | | 2023 - 1st Quarter | | May 22, 2023 | | 0.50 | | | 15 | | | 36 | | | 50 | |
| | | Total 2023 quarterly dividends | | Total 2023 quarterly dividends | | $ | 1.00 | | | $ | 29 | | | $ | 71 | | | $ | 101 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Quarterly Dividends Paid (in millions) |
| Related Period | | Date Paid | | Quarterly Dividends
Per Share | | Public Stockholders | | IEP | | Total |
| | | | | | | | | | |
| 2022 - 1st Quarter | | May 23, 2022 | | $ | 0.40 | | | $ | 12 | | | $ | 28 | | | $ | 40 | |
| 2022 - 2nd Quarter | | August 22, 2022 | | 0.40 | | | 12 | | | 28 | | | 40 | |
| 2022 - 3rd Quarter | | November 21, 2022 | | 0.40 | | | 12 | | | 28 | | | 40 | |
| Total 2022 quarterly dividends | | $ | 1.20 | | | $ | 35 | | | $ | 85 | | | $ | 121 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Special Dividends Paid (in millions) |
| Related Period | | Date Paid | | Special Dividends
Per Share | | Public Stockholders | | IEP | | Total |
| 2022 - 2nd Quarter | | August 22, 2022 | | $ | 2.60 | | | $ | 76 | | | $ | 185 | | | $ | 261 | |
| 2022 - 3rd Quarter | | November 21, 2022 | | 1.00 | | | 29 | | | 71 | | | 101 | |
| Total 2022 special dividends | | $ | 3.60 | | | $ | 106 | | | $ | 256 | | | $ | 362 | |
No quarterly dividends were paid during the first quarter of 2022 related to the fourth quarter of 2021, and there were no quarterly dividends declared or paid during 2021 related to the first, second, and third quarters of 2021 and fourth quarter of 2020.
On May 26, 2021, the Company announced a special dividend of approximately $492 million, or equivalent to $4.89 per share of the Company’s common stock, to be paid in a combination of cash (the “Cash Distribution”) and the common stock of Delek held by the Company (the “Stock Distribution”). On June 10, 2021, the Company distributed an aggregate amount of approximately $241 million, or $2.40 per share of the Company’s common stock, pursuant to the Cash Distribution, and approximately 10,539,880 shares of Delek common stock, which represented approximately 14.3% of the outstanding shares of Delek common stock, pursuant to the Stock Distribution. IEP received approximately 7,464,652 shares of common stock of Delek and $171 million in cash. The Stock Distribution was recorded as a reduction to equity through a derecognition of our investment in Delek, and the Company recognized a gain of $112 million from the initial investment in Delek through the date of the Stock Distribution.2021.
For the second quarter of 2022,2023, the Company, upon approval by the Board on August 1, 2022,July 31, 2023, declared a cash dividend of $0.40$0.50 per share, or $40$50 million, which is payable August 22, 202221, 2023 to shareholders of record as of August 12, 2022.14, 2023. Of this amount, IEP will receive $28$36 million due to its ownership interest in the Company’s shares.
In addition, the Company, upon approval by the Board on August 1, 2022,July 31, 2023, declared a special dividend of $2.60$1.00 per share, or $261$101 million, which is payable August 22, 202221, 2023 to shareholders of record as of August 12, 2022.14, 2023. Of this amount, IEP will receive $185$71 million due to its ownership interest in the Company’s shares.
Distributions to CVR Partners’ Unitholders
Distributions, if any, including the payment, amount and timing thereof, and UAN GP Board’s distribution policy, including the definition of Available Cash, are subject to change at the discretion of the UAN GP Board. The following table presentstables present quarterly distributions paid by CVR Partners to its unitholders, including amounts received by the Company, during 20222023 and 20212022 (amounts presented in tables below may not add to totals presented due to rounding).:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | Distributions Paid (in millions) |
| Related Period | | Date Paid | | Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2021 - 4th Quarter | | March 14, 2022 | | $ | 5.24 | | | $ | 36 | | | $ | 20 | | | $ | 56 | |
| 2022 - 1st Quarter | | May 23, 2022 | | 2.26 | | | 15 | | | 9 | | | 24 | |
| | | | | | | | | | |
| Total 2022 distributions | | $ | 7.50 | | | $ | 51 | | | $ | 29 | | | $ | 80 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | Distributions Paid (in millions) |
| Related Period | | Date Paid | | Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2021 - 2nd Quarter | | August 23, 2021 | | $ | 1.72 | | | $ | 11 | | | $ | 7 | | | $ | 18 | |
| 2021 - 3rd Quarter | | November 22, 2021 | | 2.93 | | | 20 | | | 11 | | | 31 | |
| Total 2021 distributions | | $ | 4.65 | | | $ | 31 | | | $ | 18 | | | $ | 50 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | Quarterly Distributions Paid (in millions) |
| Related Period | | Date Paid | | Quarterly Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2022 - 4th Quarter | | March 13, 2023 | | $ | 10.50 | | | $ | 70 | | | $ | 41 | | | $ | 111 | |
| 2023 - 1st Quarter | | May 22, 2023 | | 10.43 | | | 70 | | | 41 | | | 110 | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total 2023 quarterly distributions | | $ | 20.93 | | | $ | 140 | | | $ | 81 | | | $ | 221 | |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
There were no distributions declared or paid by CVR Partners related to the first quarter of 2021 and fourth quarter of 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | Quarterly Distributions Paid (in millions) |
| Related Period | | Date Paid | | Quarterly Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2021 - 4th Quarter | | March 14, 2022 | | $ | 5.24 | | | $ | 36 | | | $ | 20 | | | $ | 56 | |
| 2022 - 1st Quarter | | May 23, 2022 | | 2.26 | | | 15 | | | 9 | | | 24 | |
| 2022 - 2nd Quarter | | August 22, 2022 | | 10.05 | | | 67 | | | 39 | | | 106 | |
| 2022 - 3rd Quarter | | November 21, 2022 | | 1.77 | | | 12 | | | 7 | | | 19 | |
| Total 2022 quarterly distributions | | $ | 19.32 | | | $ | 130 | | | $ | 75 | | | $ | 205 | |
For the second quarter of 2022,2023, CVR Partners, upon approval by the UAN GP Board on August 1, 2022,July 31, 2023, declared a distribution of $10.05$4.14 per common unit, or $106$44 million, which is payable August 22, 202221, 2023 to unitholders of record as of August 12, 2022.14, 2023. Of this amount, CVR Energy will receive approximately $39$16 million, with the remaining amount payable to public unitholders.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 20212022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 202222, 2023 (the “2021“2022 Form 10-K”), and the unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data appearing in this Report. Results of operations for the three and six months ended June 30, 20222023 and cash flows for the six months ended June 30, 20222023 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.” References to “CVR Energy,” the “Company,” “we,” “us,” and “our,” may refer to consolidated subsidiaries of CVR Energy, including CVR Refining, LP or CVR Partners, LP, as the context may require.
Reflected in this discussion and analysis is how management views the Company’s current financial condition and results of operations, along with key external variables and management’s actions that may impact the Company. Understanding significant external variables, such as market conditions, weather, and seasonal trends, among others, and management actions taken to manage the Company, address external variables, among others, will increase users’ understanding of the Company, its financial condition and results of operations. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.
Company Overview
CVR Energy Inc. (“CVR Energy,” “CVR,” “we,” “us,” “our,” or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industriesindustry through our holdingsits interest in CVR Refining, LP (“CVR Refining”) and CVR Partners, LP, (“CVRa publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”), respectively. CVR Refining is a refiner that. The Petroleum Segment does not have crude oil exploration or production operations (an “independent petroleum refiner”) and is a marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels. CVR Partners produces and markets nitrogen fertilizers primarily in the form of ammonia and urea ammonium nitrate (“UAN”). Ammonia is a direct application fertilizer and is primarily used as a building block for other nitrogen products for industrial applicationsammonia. We also produce and finished fertilizer products. UAN is an aqueous solution of urea and ammonium nitrate. At June 30, 2022, we owned the general partner and approximately 37% of the outstanding common units representing limited partner interests in CVR Partners. As of June 30, 2022, Icahn Enterprises L.P. and its affiliates (“IEP”) owned approximately 71%market renewable diesel. Our renewable diesel operations are not part of our outstanding common stock.reportable segments discussed below.
We operate under two businessreportable segments: petroleum and nitrogen fertilizer, which are referred to in this document as our “Petroleum Segment” and our “Nitrogen Fertilizer Segment,” respectively.
OnRenewables Business
Effective February 22, 2022,1, 2023, in connection with our growing focus on decarbonization, we announced that our board of directors (the “Board”) had approved a plan to restructuretransformed our business to segregate our renewables business. As part of this restructuring,transformation, in the first quarter of 2022, we formed 16 new indirect, wholly ownedwholly-owned subsidiaries (“NewCos”) of CVR Energy. In addition, in April 2022, in connection with our Corporate Master Service Agreement effective January 1, 2020, by and among our wholly ownedwholly-owned subsidiary, CVR Services, LLC (“CVR Services”), and certain other of our subsidiaries, including but not limited to CVR Partners and its subsidiaries, pursuant to which CVR Services provides the service recipients thereunder with management and other professional services (the “Corporate MSA”), 18 indirect, wholly owned subsidiaries of CVR Energy, including but not limited to CVR Renewables, LLC (“CVR Renew”),the NewCos were joined as service recipients under the Corporate MSA. Over the coming year, theThe Company intends to evaluate the transfer ofalso transferred certain additional assets to these NewCos to, among other purposes, better align our organizational structure with management, financial reporting, and our goal to maximize our renewables focus. Effective July 1,
Spin-Off of Nitrogen Fertilizer Business
On November 21, 2022, we announced that CVR Energy’s board of directors (the “Board”) had authorized management to explore a potential spin-off of our interest in the Company completednitrogen fertilizer business into a newly created and separately traded public company. On June 13, 2023, we announced that we have concluded such process and the first of several planned intercompany asset transfers relatedBoard determined not to pursue the restructuring and entered into certain agreements related thereto. At the present time, we expect the restructuring to be completed during the first quarter of 2023.potential spin-off at this time.
Strategy and Goals
The Company has adopted Mission and Values, which articulate the Company’s expectations for how it and its employees do business each and every day.
Mission and Core Values
Our Mission is to be a top tier North American renewable fuels, petroleum refining, and nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance and profitable growth. The foundation of how we operate is built on five core Values:
•Safety - We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.
•Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.
•Integrity - We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.
•Corporate Citizenship - We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.
•Continuous Improvement - We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, diversity and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency and to create value across the organization.
Our core valuesValues are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.
Strategic Objectives
We have outlined the following strategic objectives to drive the accomplishment of our mission:
Environmental, Health & Safety (“EH&S”) - We aim to achieve continuous improvement in all EH&S areas through ensuring our people’s commitment to environmental, health and safety comes first, the refinement of existing policies, continuous training, and enhanced monitoring procedures.
Reliability - Our goal is to achieve industry-leading utilization rates at 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.
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.
Achievements
DuringFrom the first six monthsbeginning of 2022,the fiscal year through the date of filing, we successfully executed a number of achievements in support of our strategic objectives shown below through the date of this filing:below:
| | | | | | | | | | | | | | | | | | | | | | | |
| SafetyEH&S | | Reliability | | Market Capture | | Financial Discipline |
Achieved reductions in environmental events, process safety management tier 1 incidents and total recordable incident rate of 13%, 70% and 92%, respectively, compared to the first six months of 2021Corporate: | ü | | | | | | |
Declared a quarterly cash dividend of $0.40$0.50 per share and a special dividend of $2.60$1.00 per share for the second quarter of 2022,2023, bringing total dividends declared to date of $3.40$2.00 per share related to the first six months of 2022 | | | | | ü | | ü |
Progressed plan to restructure our business to segregate our renewables operations, including the creation of new entities and intercompany transfer of certain assets thereto2023 | | | | | ü | | ü |
Completed the conversion of the Wynnewood hydrocrackerplan to renewable diesel servicetransform our business to segregate our renewables operations in February 2023 | | | | | ü | | ü |
| Achieved record monthly production rate at the Wynnewood Renewable Diesel Unit in June 2023 | | | ü | | ü | | |
| Petroleum Segment: | | | | | | | |
Achieved reductions in process safety management tier 1 incidents and total recordable incident rate of 50% and 100%, respectively, compared to the first six months of 2021 | ü | | | | | | |
Operated our refineries safely and reliably and at high utilization rates | ü | | ü | | ü | | |
Safely completedCompleted the planned turnaround at the WynnewoodCoffeyville Refinery on time and on budgetin April 2023 | | | ü | | ü | | |
| Increased crude oil gathering volumes by over 14% compared to the first six months of 2022 | | | ü | | ü | | |
Completed an amendmentIncreased refined product sales volumes across Coffeyville and extensionWynnewood racks by over 5% compared to the first six months of the CVR Refining Asset Based Credit Agreement2022 | | | ü | | ü | | |
| Entered into new bulk crude oil intermediation agreement with more favorable commercial terms | | | | | ü | | ü |
| Nitrogen Fertilizer Segment: | | | | | | | |
Achieved reductions in environmental events, process safety management tier 1 incidentssatisfactory Process Safety and total recordable incident rate of 50%, 100% and 77%, respectively, compared to the first six months of 2021 | ü | | | | | | |
Operated both fertilizer facilities safelyEnvironmental performance | ü | | | | | | |
| Continued to operate both facilities safely and at high utilization rates. During the second quarter of 2023, achieved a combined utilization rate of 100% | ü | | ü | | ü | | |
Achieved record UAN production volumestruck shipments during March 2023 at the Coffeyville Fertilizer Facility in March 2022 through facility upgrades completed in October 2021 | | | ü | | ü | | |
| Achieved record daily ammonia shipments during April 2023 and record quarterly ammonia production during the second quarter of 2023 at the East Dubuque Fertilizer Facility | | | ü | | ü | | |
Declared a cash distribution of $10.05$4.14 per common unit for the second quarter of 2022,2023, bringing cumulative distributions declared to date of $12.31$14.57 per common unit related to the first six months of 20222023 | | | | | ü | | ü |
Generated over 1 million carbon offset creditsClosed on a transaction related to voluntary Nitrous Oxide abatementcarbon capture and sequestration activities at the Coffeyville Fertilizer Facility since 2020in January 2023 | ü | | | | | | |
Completed CVR Partners’ targeted $95 million debt reduction plan with the repayment of the remaining $65 million balance of its 9.25% Senior Secured Notes, due 2023 (the “2023 UAN Notes”) in the first quarter of 2022 for a total reduction in annual cash interest expense of approximately $9 million | | | | | | | ü |
Repurchased over 111,000 CVR Partners common units for $12 million | | | | | | | ü |
Industry Factors and Market Indicators
General Business Environment
COVID-19Russia-Ukraine Conflict - Throughout 2020In February 2022, Russia invaded Ukraine, creating uncertainty in the global oil, fertilizer and into 2021,agricultural markets, as sanctions on Russian oil exports, specifically diesel exports, have significantly influenced commodity markets in 2022 and 2023. This conflict could continue to affect markets going forward. Based on these factors, current inventory levels have remained low, particularly for distillate, with the COVID-19 pandemic impacteddays of supply for jet fuel at approximately 4.0 days below the worldwide economy, financial markets,seasonally adjusted five-year average. Furthermore, planned and the energyunplanned outages at domestic refineries are continuing to contribute to further inventory tightening and fertilizer industries. Actions taken by the U.S. government to provide stimulus to individuals and businesses helped mitigate the impactsvolatility. The ultimate outcome of the downturn caused by COVID-19,Russia-Ukraine conflict and we continue to see businesses resuming
operations and the lifting of governmental restrictions. However, despite worldwide advances in the containment of the virus and economic market recovery in 2021 and 2022, COVID-19 remains a dynamic and continuously evolving situation with unknown short and long-term economic challenges that could reverse any recent improvements. Further, the spread of variants of COVID-19 could cause restrictions to be reinstated, and the extent to which the pandemic may impact our business, financial condition, liquidity, or results of operations cannot be determined at this time.
Russia-Ukraine Conflict - In February 2022, Russia invaded Ukraine, disrupting the global oil, fertilizer, and agriculture markets, and leading to heightened uncertainty in the worldwide economy recovering from the COVID-19 pandemic. In response, many Western countries have formally or informally adopted sanctions on a number of Russian exports, including Russian oil and natural gas, and individuals affiliated with Russian government leadership. These sanctions, thus far, have resulted in higher oil prices, continued elevation of natural gas prices, and should continue to impact commodity prices in the near-term, which could have a material effect on our financial condition, cash flows, or results of operations. A global recession stemming from market volatility could result in demand destruction, thereby lowering commodity prices. The ultimate outcome of the Russia-Ukraine conflict and any associated market disruptions, as well as the potential for high inflation and/or economic recession, are difficult to predict and may materially affect our business, operations, and cash flows in unforeseen ways.
Petroleum Segment
The earnings and cash flows of the Petroleum Segment are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into refined products together with the cost of refinery compliance. The cost to acquire crude oil and other feedstocks and the price for which refined products are ultimately sold depends on factors beyond the Petroleum Segment’s control, including the supply of, and demand for crude oil, as well as gasoline and other refined products which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibly of imports and exports, the marketing of competitive fuels, and the extent of government regulation. Because the Petroleum Segment applies first-in first-out accounting to value its inventory, crude oil price movements may impact net income because of changes in the value of its unhedged inventory. The effect of changes in crude oil prices on the Petroleum SegmentSegment’s results of operations is partially influenced by the rate at which the processing of refined products adjusts to reflect these changes.
The prices of crude oil and other feedstocks and refined products are also affected by other factors, such as product pipeline capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other refineries. Crude oil costs and the prices of refined products have historically been subject to wide fluctuations. Widespread expansion or upgrades of third partythird-party facilities, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in refining industry economics. These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction in product margins. Moreover, the refining industry typically experiences seasonal fluctuations in demand for refined products, such as increases in the demand for gasoline during the summer driving season and for volatile seasonal exports of diesel from the United States Gulf Coast. Specific factors impacting the Company’s operations are outlined below:
As a result of government actions taken to curb the spread of COVID-19, and variants thereof, and significant business interruptions, theCurrent Market Outlook
•After substantial declines in demand for gasoline and diesel indue to the regionsCOVID-19 pandemic in which our Petroleum Segment operates declined substantially beginning at the end of the first quarter of 2020. However, building on recovery signs observed in late 2020, the U.S. market for refined products continued to show signs of recovery throughout 2021 and into 2022. Gasoline demand increased due to increased mobility, which is the main driver for highway travel, while the increase in diesel demand is generally a result of the opening of coastal states such as California, New York, New Jersey, and Florida to global shipping and commerce. The combination of improving demand, declining inventories, and loss of domestic and foreign operating refining capacities, and conversions to renewable diesel facilities led to an increase in refined products prices and crack spreads during 20212022 and into 2022. Furthermore, contributingthe first half of 2023. While the refining market has largely recovered since the pandemic, refined product demand declined 4% nationwide in the second quarter of 2023 from the 2019 average pre-pandemic demand. Group 3 demand has been relatively strong compared to other parts of the country post the pandemic. Crack spreads have since normalized and we characterize current crack spreads just above mid-cycle levels.
•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 to fall significantly in the region, which contributed to the flattening of the global cost curve and has reduced the U.S. refiners’ advantage compared to refiners in Europe.
•Contributing to the ultra-low sulfur diesel (“ULSD”) supply constraints is the International Maritime Organization’s new limit on the sulfur content in the fuel oil used on board ships (“bunker fuel”) effective January 1, 2020, which lowered the sulfur limit of bunker fuel from 3.5% to 0.5% (the “IMO 2020 Regulations”), which necessitated blending ULSD into bunker fuel to meet the new specifications. The resulting reduction of supply for traditional ULSD demand was initially muted by the pandemic-induced demand contraction. Additionally,
•Recently, industrial production has slowed, as well as reduced truck tonnage and freight volumes, which has reduced distillate pricing heading into the U.S. demand for jet fuelsthird quarter of 2023. However, improving gasoline pricing has recovered,offset the decline in distillate pricing.
•Heavy and sour crude oil differentials have compressed with the announcement of OPEC production cuts in April and June 2023. The expansion of the Trans Mountain Pipeline is currently expected to be completed in late 2023 and placed in service in the first quarter of 2024 and may potentially narrow WCS differentials further going forward.
•Shale oil production continues to increase in the shale oil basins, albeit at a slower pace, than gasolineincluding the Anadarko Basin. Crude oil exports have continued at the 4 million bpd rate, and we believe the Petroleum Segment benefits from these exports through the Brent crude differential to WTI, as well as all refineries in PADD II.
•Significant capacity additions are expected in 2023 and 2024, headlined by major projects scheduled to start up in the Middle East, Asia, and Africa. Some of the capacity additions could be offset by renewable diesel with jet fuel demand at approximately 101% of pre-2020 demand levels as of June 30, 2022. From a global perspective, the U.S. Energy Information Administration (“EIA”) currently expects oil consumption will increase by more than global oil production, resulting in a decrease of approximately 277 million barrels in 2022. However, these projections depend on the production decisions of OPEC, U.S. oil production, and the pace of oil demand growth. While the refining market has largely recovered, uncertainty remains as to whether anotherconversions,
wave ofplanned shutdowns, and a likely economic rebound in China amid easing COVID-19 cases may spur additional governmental restrictions, and lock-downsbut refined product consumption is slowing in the future which could decrease demand once again. Furthermore,United States and remains weak in Europe.
•Renewable identification number (“RIN”) prices remain elevated in June 2023 at $7.35 per barrel with the Russia-Ukraine conflict creates additional uncertainty, as sanctions on Russian oil exports, specifically diesel exports, haveEnvironmental Protection Agency’s (“EPA”) setting renewable volume obligation (“RVO”) at 20.94, 21.54, and 22.33 billion RINs for 2023, 2024, and 2025, respectively.
•Electric vehicle penetration in the US light vehicle market has increased significantly, influenced markets. The resolution ofup approximately 30 percent from prior years. We expect this conflict will continuetrend to affect markets going forward.continue.
In addition to current market conditions discussed above, weRegulatory Environment
•We continue to be impacted by significant volatility and excessive RIN prices related to compliance requirements under the Renewable Fuel Standard (“RFS”), proposed climate change laws, and regulations. The petroleum business isCoffeyville Resources & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC” and, together with CRRM, the “obligated-party subsidiaries”), are subject to the RFS, which, each year, absent exemptions or waivers, requires blending “renewable fuels” with transportation fuels or purchasing renewable identification numbers (“RINs”),RINs, in lieu of blending, or otherwise be subject tofacing penalties. Our cost to comply with the RFS is dependent upon a variety of factors, which include the availability of ethanol and biodiesel for blending at our refineries and downstream terminals or RINs for purchase, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels, and the mix of our products, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which we may be entitled. Additionally, ourOur costs to comply with the RFS further depend on the consistent and timely applicationadministration of the RFS program by the Environmental Protection Agency (“EPA”), such asEPA, which includes timely establishment of the annual renewable volume obligation (“RVO”). DueRVO. RIN prices have been highly volatile and remain high due in large part to the EPA’s unlawful failure to establish the 2021 and 2022 RVOs by the November 30, 2020 and 2021their statutory deadlines, respectively, the EPA’s delay in issuing decisions on pending small refinery hardship petitions, and the EPA’s subsequent denial thereof, and the influence exerted and climate change initiatives announced by the Biden administration, among other factors, the price of RINs has been highly volatile and remains high.those hardship petitions. The price of RINs has also been impacted by market factors and the depletion of the carryover RIN bank, as demand destruction during the COVID-19 pandemic resulted in reduced ethanol blending and RIN generation that did not keep pace with mandated volumes, requiring carryover RINs from the RIN bank to be used to settle blending obligations. As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum SegmentSegment’s obligated-party subsidiaries may be entitled) increased significantly throughout 2020, 2021,2022 and remainremained significant in 2022.through the second quarter of 2023.
In April 2022, the EPA denied 36 small refinery exemptions (“SRE”) for the 2018 compliance year, many of which had been previously granted by the EPA, and also issued an alternative compliance demonstration approach for certain small refineries (the “Alternate Compliance Ruling”) under which they would not be required to purchase or redeem additional RINs as a result of the EPA’s denial. On June 3,In July 2022, the EPA revised the 2020 RVO and finalized the 2021 and 2022 RVOs. The EPA alsoRVOs, denied 69 petitions from small refineries seeking SREs, including those submitted by Wynnewood Refining Company, LLCWRC for 2019, 2020, and2017 through 2021, and applied the Alternate Compliance Ruling to three such petitions. The price of RINs which continues to remain elevated, did not respond to the EPA announcement,excessively high, and as a result, we continue to expect significant volatility in the price of RINs during 20222023 and such volatility could have material impacts on the Company’s results of operations, financial condition and cash flows.
•In 2022, we filed suit in the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) asking that the court overturn the EPA’s improper denial of the Wynnewood Refinery’s SRE for the 2017 through 2021 compliance years. In April 2023, the Fifth Circuit granted our motion to stay enforcement of the RFS against the Wynnewood Refinery until our lawsuit against the EPA relating to our SREs is resolved. This ruling limits the EPA’s ability to seek enforcement and penalties against the Wynnewood Refinery for noncompliance with the RFS while our lawsuit progresses.
•In April 2023, the EPA issued new proposed federal vehicle emissions standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond, under which automakers are expected to need to produce 60% electric vehicles (“EVs”) by 2030 and 67% by 2032 to meet the requirements, compared to just 5.8% of EV vehicles sold in the United States in 2022.
•In July 2023, the EPA announced final RVOs for 2023, 2024, and 2025, and also, denied 26 petitions from small refineries seeking SREs for one or more of the compliance years between 2016 and 2023, including the SRE sought by WRC for 2022, which denials WRC intends to challenge in court.
In December 2020, the Board approved the renewable diesel project at our Wynnewood Refinery, to convert the Wynnewood Refinery’s hydrocracker to a renewable diesel unit (“RDU”), which is expected to be capable of producing up to 100 million gallons of renewable diesel per year, generating approximately 170 to 180 million RINs annually. The hydrocracker conversion to renewable diesel service was completed in April 2022, and we are continuing to increase production. The production of renewable diesel is expected to significantly reduce our future net exposure to the RFS. Further, the RDU should enable us to capture additional benefits associated with the existing blenders’ tax credit currently set to expire at the end of 2022 and growing low carbon fuel standard programs across the country, with programs in place in California and Oregon and new programs anticipated to be implemented over the next few years. Company Initiatives
•In November 2021, the Board approved the pretreater project at the Wynnewood Refinery, which is currently expected to be completed in the secondfourth quarter of 2023 at an estimated cost of $95$91 million. The pretreatment unit should enable us to process a wider variety of renewable diesel feedstocks at the Wynnewood Refinery, most of which have a lower carbon intensity than soybean oil and generate additional low carbon fuel standardLCFS credits. When completed, these collectiveWith our existing renewable diesel effortsproduction,
this could effectively mitigate a substantial majority, if not all, of our future RFS exposure, assuming we receive SREs for our Wynnewood Refinery.Refinery which we believe we are legally entitled to and are pursuing in the courts. However, impacts from recent climate change initiatives under the Biden administration,Administration, actions taken by the courts, resulting administration actions under the RFS, and market conditions, could significantly impact the amount by which our renewable diesel business mitigates our costs to comply with the RFS, if at all.
•The Company is evaluating an additional investment in renewable diesel using its advantaged Coffeyville location. There is the potential to capture synergies with the Petroleum Segment as the Coffeyville Refinery has excess hydrogen capacity as well as access to carbon capture use and storage.
As of June 30, 2022,2023, we have an estimated open position (excluding the impacts of any exemptions or waivers to which we may be entitled) under the RFS for 2020, 2021, 2022 and 20222023 of approximately 440373 million RINs, excluding approximately 1963 million of net open, fixed-price commitments to purchase RINs, resulting in a potentialan estimated liability of $708 million.$599 million as of June 2023. The Company’s open RFS position, which does not consider open commitments expected to settle in future periods, is marked-to-market each period and thus significant market volatility, as experienced in late 20212022 and 20222023 to date, could impact our RFS
expense from period to period. We recognized expenseexpenses of approximately $153$90 million and $173$153 million for the three months ended June 30, 20222023 and 2021,2022, respectively, and expenses of approximately $259$129 million and $351$259 million for the six months ended June 30, 20222023 and 2021,2022, respectively, for the Petroleum Segment’s obligated-party subsidiaries compliance with the RFS. The expensechange in 20222023 compared to 20212022 was driven by a decreasesmaller increase in RINs pricing throughduring the second quarter of 2022 andcurrent period versus the revised 2020 and finalized 2021 and 2022 RVOs (excludingprior period impacting the impacts of any exemptions or waivers to which we may be entitled).mark-to-market adjustment. Of the expenseexpenses recognized during the three and six months ended June 30, 2022, $512023, a loss of $2 million and $70a gain of $54 million, respectively, relatesrelate to the revaluation of our net RVO position as of June 30, 2022.2023. The revaluation represents the summation of the prior period obligation and current period commercial activities, marked at the period end market price. Based upon recent market prices of RINs in June 2022,2023, current estimates related to other variable factors, including our anticipated blending and purchasing activities, and the impact of the open RFS positions and resolution thereof, our estimated consolidated cost to comply with the RFS (without regard to any SREs wethe obligated-party subsidiaries may receive) is $320$165 to $330$175 million for 2022,2023, net of the estimated RINs generation from our renewable diesel operations of $120$185 to $130$195 million.
Market Indicators
NYMEX WTI crude oil is an industry wide benchmark that is utilized in the market pricing of a barrel of crude oil. The pricing differences between other crudes and WTI, known as differentials, show how the market for other crude oils such as WCS, White Cliffs (“Condensate”), Brent Crude (“Brent”), and Midland WTI (“Midland”) are trending. Due to the COVID-19 pandemic, the Russia-Ukraine conflict, and, in each case, actions taken by governments and others in response thereto, refined product prices have experienced extreme volatility. As a result of the current environment, refining margins have been and will continue to be volatile.
As a performance benchmark and a comparison with other industry participants, we utilize NYMEX and Group 3 crack spreads. These crack spreads are a measure of the difference between market prices for crude oil and refined products and are a commonly used proxy within the industry to estimate or identify trends in refining margins. Crack spreads can fluctuate significantly over time as a result of market conditions and supply and demand balances. The NYMEX 2-1-1 crack spread is calculated using two barrels of WTI producing one barrel of NYMEX RBOB Gasoline (“RBOB”) and one barrel of NYMEX NY Harbor ULSD (“HO”). The Group 3 2-1-1 crack spread is calculated using two barrels of WTI crude oil producing one barrel of Group 3 sub-octane gasoline and one barrel of Group 3 ultra-low sulfur diesel.
Both NYMEX 2-1-1 and Group 3 2-1-1 crack spreads increaseddecreased during the six months ended June 30, 20222023 compared to the six months ended June 30, 2021.2022. The NYMEX 2-1-1 crack spread averaged $41.31$35.32 per barrel during the six months ended June 30, 20222023 compared to $18.10$41.31 per barrel in the six months ended June 30, 2021.2022. The Group 3 2-1-1 crack spread averaged $33.10 per barrel during the six months ended June 30, 2023 compared to $35.56 per barrel during the six months ended June 30, 2022 compared to $17.76 per barrel during the six months ended June 30, 2021.2022.
Average monthly prices for RINs decreased 7.0%increased 0.8% during the second quarter of 20222023 compared to the same period of 2021.2022. On a blended barrel basis (calculated using applicable RVO percentages), RINs approximated $7.64 per barrel during the second quarter of 2023 compared to $7.58 per barrel during the second quarter of 2022 compared to $8.15 per barrel during the second quarter of 2021.2022.
The charts below are presented, on a per barrel basis, by month through June 30, 2022:2023:
| | |
Crude Oil Differentials against WTI (1)(2) |
| | | | | | | | |
PADD II Group 3 Product Crack Spread and RIN Pricing (2)(3) ($/bbl) |
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Group 3 Differential against NYMEX WTI (1)(2) ($/bbl) |
(1)The change over time in NYMEX - WTI, as reflected in the charts above, is illustrated below.
| | (in $/bbl) | (in $/bbl) | Average 2020 | | Average December 2020 | | Average 2021 | | Average December 2021 | | Average 2022 | | Average June 2022 | (in $/bbl) | Average 2021 | | Average December 2021 | | Average 2022 | | Average December 2022 | | Average 2023 | | Average June 2023 |
| WTI | WTI | $ | 39.34 | | | $ | 47.07 | | | $ | 68.11 | | | $ | 71.69 | | | $ | 101.86 | | | $ | 114.34 | | WTI | $ | 68.11 | | | $ | 71.69 | | | $ | 94.41 | | | $ | 76.52 | | | $ | 74.76 | | | $ | 70.27 | |
(2)Information used within these charts was obtained from reputable market sources, including the New York Mercantile Exchange (“NYMEX”), Intercontinental Exchange, and Argus Media, among others.
(3)PADD II is the Midwest Petroleum Area for Defense District (“PADD”), which includes Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee and Wisconsin.
Nitrogen FertilizerPetroleum Segment
Within the Nitrogen Fertilizer Segment,The earnings and cash flows from operationsof the Petroleum Segment are primarily affected by the relationship between nitrogen fertilizerrefined product prices utilization, and operating coststhe prices for crude oil and expenses, including pet cokeother feedstocks that are processed and natural gas feedstock costs.
blended into refined products together with the cost of refinery compliance. The cost to acquire crude oil and other feedstocks and the price atfor which nitrogen fertilizerrefined products are ultimately sold depends on numerous factors beyond the Petroleum Segment’s control, including the global supply of, and demand for nitrogen fertilizercrude oil, as well as gasoline and other refined products world grain demandwhich, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, inflation, global supply disruptions, changes in world population, the cost and availability of fertilizer transportation infrastructure, local market conditions, operating levels of competing facilities, weather conditions, the availability or permissibly of imports impactsand exports, the marketing of foreign imports and foreign subsidies thereof,competitive fuels, and the extent of government interventionregulation. Because the Petroleum Segment applies first-in first-out accounting to value its inventory, crude oil price movements may impact net income because of changes in agriculture markets.the value of its unhedged inventory. The effect of changes in crude oil prices on the Petroleum Segment’s results of operations is partially influenced by the rate at which the processing of refined products adjusts to reflect these changes.
The prices of crude oil and other feedstocks and refined products are also affected by other factors, such as product pipeline capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other refineries. Crude oil costs and the prices of refined products have historically been subject to wide fluctuations. Widespread expansion or upgrades of third-party facilities, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in refining industry economics. These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction in product margins. Moreover, the refining industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.refined products, such as increases in the demand for gasoline during the summer driving season and for volatile seasonal exports of diesel from the United States Gulf Coast. Specific factors impacting the Company’s operations are outlined below:
Current Market Outlook
•After substantial declines in demand for gasoline and diesel due to the COVID-19 pandemic in 2020, the combination of improving demand, declining inventories, loss of domestic and foreign operating refining capacities, and conversions to renewable diesel facilities led to an increase in refined products prices and crack spreads during 2022 and the first half of 2023. While the refining market has largely recovered since the pandemic, refined product demand declined 4% nationwide in the second quarter of 2023 from the 2019 average pre-pandemic demand. Group 3 demand has been relatively strong compared to other parts of the country post the pandemic. Crack spreads have since normalized and we characterize current crack spreads just above mid-cycle levels.
•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 to fall significantly in the region, which contributed to the flattening of the global cost curve and has reduced the U.S. refiners’ advantage compared to refiners in Europe.
•Contributing to the ultra-low sulfur diesel (“ULSD”) supply constraints is the International Maritime Organization’s new limit on the sulfur content in the fuel oil used on board ships (“bunker fuel”) effective January 1, 2020, which lowered the sulfur limit of bunker fuel from 3.5% to 0.5% (the “IMO 2020 Regulations”), which necessitated blending ULSD into bunker fuel to meet the new specifications. The resulting reduction of supply for traditional ULSD demand was initially muted by the pandemic-induced demand contraction.
•Recently, industrial production has slowed, as well as reduced truck tonnage and freight volumes, which has reduced distillate pricing heading into the third quarter of 2023. However, improving gasoline pricing has offset the decline in distillate pricing.
•Heavy and sour crude oil differentials have compressed with the announcement of OPEC production cuts in April and June 2023. The expansion of the Trans Mountain Pipeline is currently expected to be completed in late 2023 and placed in service in the first quarter of 2024 and may potentially narrow WCS differentials further going forward.
•Shale oil production continues to increase in the shale oil basins, albeit at a slower pace, including the Anadarko Basin. Crude oil exports have continued at the 4 million bpd rate, and we believe the Petroleum Segment benefits from these exports through the Brent crude differential to WTI, as well as all refineries in PADD II.
•Significant capacity additions are expected in 2023 and 2024, headlined by major projects scheduled to start up in the Middle East, Asia, and Africa. Some of the capacity additions could be offset by renewable diesel conversions,
planned shutdowns, and a likely economic rebound in China amid easing COVID-19 restrictions, but refined product consumption is slowing in the United States and remains weak in Europe.
•Renewable identification number (“RIN”) prices remain elevated in June 2023 at $7.35 per barrel with the Environmental Protection Agency’s (“EPA”) setting renewable volume obligation (“RVO”) at 20.94, 21.54, and 22.33 billion RINs for 2023, 2024, and 2025, respectively.
•Electric vehicle penetration in the US light vehicle market has increased significantly, up approximately 30 percent from prior years. We expect this trend to continue.
Regulatory Environment
•We continue to be impacted by significant volatility and excessive RIN prices related to compliance requirements under the Renewable Fuel Standard (“RFS”), proposed climate change laws, and regulations. Coffeyville Resources & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC” and, together with CRRM, the “obligated-party subsidiaries”), are subject to the RFS, which, each year, absent exemptions or waivers, requires blending “renewable fuels” with transportation fuels or purchasing RINs, in lieu of blending, or otherwise facing penalties. Our cost to comply with the RFS is dependent upon a variety of factors, which include the availability of ethanol and biodiesel for blending at our refineries and downstream terminals or RINs for purchase, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels, and the mix of our products, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which we may be entitled. Our costs to comply with the RFS further depend on the consistent and timely administration of the RFS program by the EPA, which includes timely establishment of the annual RVO. RIN prices have been highly volatile and remain high due in large part to the EPA’s unlawful failure to establish the RVOs by their statutory deadlines, the EPA’s delay in issuing decisions on pending small refinery hardship petitions, and the EPA’s subsequent denial of those hardship petitions. The price of RINs has also been impacted by market factors and the depletion of the carryover RIN bank, as demand destruction during the COVID-19 pandemic resulted in reduced ethanol blending and RIN generation that did not keep pace with mandated volumes, requiring carryover RINs from the RIN bank to be used to settle blending obligations. As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) increased significantly throughout 2022 and remained significant through the second quarter of 2023.
•In April 2022, the EPA denied 36 small refinery exemptions (“SRE”) for the 2018 compliance year, many of which had been previously granted by the EPA, and also issued an alternative compliance demonstration approach for certain small refineries (the “Alternate Compliance Ruling”) under which they would not be required to purchase or redeem additional RINs as a result of the EPA’s denial. In July 2022, the EPA revised the 2020 RVO and finalized the 2021 and 2022 RVOs, denied 69 petitions from small refineries seeking SREs, including those submitted by WRC for 2017 through 2021, and applied the Alternate Compliance Ruling to three such petitions. The price of RINs continues to remain excessively high, and as a result, we continue to expect significant volatility in the price of RINs during 2023 and such volatility could have material impacts on the Company’s results of operations, financial condition and cash flows.
•In 2022, we filed suit in the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) asking that the court overturn the EPA’s improper denial of the Wynnewood Refinery’s SRE for the 2017 through 2021 compliance years. In April 2023, the Fifth Circuit granted our motion to stay enforcement of the RFS against the Wynnewood Refinery until our lawsuit against the EPA relating to our SREs is resolved. This ruling limits the EPA’s ability to seek enforcement and penalties against the Wynnewood Refinery for noncompliance with the RFS while our lawsuit progresses.
•In April 2023, the EPA issued new proposed federal vehicle emissions standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond, under which automakers are expected to need to produce 60% electric vehicles (“EVs”) by 2030 and 67% by 2032 to meet the requirements, compared to just 5.8% of EV vehicles sold in the United States in 2022.
•In July 2023, the EPA announced final RVOs for 2023, 2024, and 2025, and also, denied 26 petitions from small refineries seeking SREs for one or more of the compliance years between 2016 and 2023, including the SRE sought by WRC for 2022, which denials WRC intends to challenge in court.
Company Initiatives
•In November 2021, the Board approved the pretreater project at the Wynnewood Refinery, which is currently expected to be completed in the fourth quarter of 2023 at an estimated cost of $91 million. The pretreatment unit should enable us to process a wider variety of renewable diesel feedstocks at the Wynnewood Refinery, most of which have a lower carbon intensity than soybean oil and generate additional LCFS credits. With our existing renewable diesel production,
this could effectively mitigate a substantial majority, if not all, of our future RFS exposure, assuming we receive SREs for our Wynnewood Refinery which we believe we are legally entitled to and are pursuing in the courts. However, impacts from recent climate change initiatives under the Biden Administration, actions taken by the courts, resulting administration actions under the RFS, and market conditions, could significantly impact the amount by which our renewable diesel business mitigates our costs to comply with the RFS, if at all.
•The Company is evaluating an additional investment in renewable diesel using its advantaged Coffeyville location. There is the potential to capture synergies with the Petroleum Segment as the Coffeyville Refinery has excess hydrogen capacity as well as access to carbon capture use and storage.
As of June 30, 2023, we have an estimated open position (excluding the impacts of any exemptions or waivers to which we may be entitled) under the RFS for 2020, 2021, 2022 and 2023 of approximately 373 million RINs, excluding approximately 63 million of net open, fixed-price commitments to purchase RINs, resulting in an estimated liability of $599 million as of June 2023. The Company’s open RFS position, which does not consider open commitments expected to settle in future periods, is marked-to-market each period and thus significant market volatility, as experienced in late 2022 and 2023 to date, could impact our RFS expense from period to period. We recognized expenses of approximately $90 million and $153 million for the three months ended June 30, 2023 and 2022, respectively, and expenses of approximately $129 million and $259 million for the six months ended June 30, 2023 and 2022, respectively, for the Petroleum Segment’s obligated-party subsidiaries compliance with the RFS. The change in 2023 compared to 2022 was driven by a smaller increase in RINs pricing during the current period versus the prior period impacting the mark-to-market adjustment. Of the expenses recognized during the three and six months ended June 30, 2023, a loss of $2 million and a gain of $54 million, respectively, relate to the revaluation of our net RVO position as of June 30, 2023. The revaluation represents the summation of the prior period obligation and current period commercial activities, marked at the period end market price. Based upon recent market prices of RINs in June 2023, current estimates related to other variable factors, including our anticipated blending and purchasing activities, and the impact of the open RFS positions and resolution thereof, our estimated consolidated cost to comply with the RFS (without regard to any SREs the obligated-party subsidiaries may receive) is $165 to $175 million for 2023, net of the estimated RINs generation from our renewable diesel operations of $185 to $195 million.
Market Indicators
NYMEX WTI crude oil is an industry wide benchmark that is utilized in the market pricing of a barrel of crude oil. The pricing differences between other crudes and WTI, known as differentials, show how the market for other crude oils such as WCS, White Cliffs (“Condensate”), Brent Crude (“Brent”), and Midland WTI (“Midland”) are trending. Due to the COVID-19 pandemic, the Russia-Ukraine conflict, and, in each case, actions taken by governments and others in response thereto, refined product prices have experienced extreme volatility. As a result of the current environment, refining margins have been and will continue to be volatile.
As a performance benchmark and a comparison with other industry participants, we utilize NYMEX and Group 3 crack spreads. These crack spreads are a measure of the difference between market prices for crude oil and refined products and are a commonly used proxy within the industry to estimate or identify trends in refining margins. Crack spreads can fluctuate significantly over time as a result of market conditions and supply and demand balances. The NYMEX 2-1-1 crack spread is calculated using two barrels of WTI producing one barrel of NYMEX RBOB Gasoline (“RBOB”) and one barrel of NYMEX NY Harbor ULSD (“HO”). The Group 3 2-1-1 crack spread is calculated using two barrels of WTI crude oil producing one barrel of Group 3 sub-octane gasoline and one barrel of Group 3 ultra-low sulfur diesel.
Both NYMEX 2-1-1 and Group 3 2-1-1 crack spreads decreased during the Russian invasion of Ukraine, the Black Sea, a major export point for nitrogen fertilizer and grains from these countries, has been closed to exports, which prompted tightening global supply conditions for nitrogen fertilizer in advance of spring planting and wheat and corn availability, two major exports from this region. Further, while fertilizers have not been formally sanctioned by Western countries, many Western customers are either unwilling to purchase Russian fertilizers or logistics make it too costly to import these fertilizers. Additionally, natural gas supplied from Russia to Western Europe has been constrained and natural gas prices have remained elevated since September 2021, causing a significant portion of European nitrogen fertilizer production capacity to be curtailed or costs to be elevatedsix months ended June 30, 2023 compared to competitorsthe six months ended June 30, 2022. The NYMEX 2-1-1 crack spread averaged $35.32 per barrel during the six months ended June 30, 2023 compared to $41.31 per barrel in other regionsthe six months ended June 30, 2022. The Group 3 2-1-1 crack spread averaged $33.10 per barrel during the six months ended June 30, 2023 compared to $35.56 per barrel during the six months ended June 30, 2022.
Average monthly prices for RINs increased 0.8% during the second quarter of 2023 compared to the world. Overall, these events have caused grain and fertilizer pricessame period of 2022. On a blended barrel basis (calculated using applicable RVO percentages), RINs approximated $7.64 per barrel during the second quarter of 2023 compared to rise, and we currently expect these conditions to persist for$7.58 per barrel during the remaindersecond quarter of 2022.
Market Indicators
While there is risk of shorter-term volatility given the inherent nature of the commodity cycle, the Company believes the long-term fundamentals for the U.S. nitrogen fertilizer industry remain intact. The Nitrogen Fertilizer Segment views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the U.S. over the longer term.
Corn and soybeans are two major crops planted by farmers in North America. 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.” 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 evident by the chart presented below as of June 30, 2022.
The relationship between the total acres planted for both corn and soybean 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. Additionally, an estimated 12 billion pounds of soybean oil is expected to be used in producing cleaner renewables in marketing year 2022/2023. Multiple refiners have announced renewable diesel expansion projects for 2021 and beyond, which will only increase the demand for soybeans and potentially for corn and canola.
The United States Department of Agriculture (“USDA”) estimates that in spring 2022 farmers planted 89.9 million corn acres, representing a decrease of 3.7% as compared to 93.4 million corn acres in 2021. Planted soybean acres are estimated to be 88.3 million, representing a 1.3% increase as compared to 87.2 million soybean acres in 2021. The combined corn and soybean planted acres of 178.2 million is in line with the acreage planted in 2021, which was the highest in history. Due to higher input costs for corn planting and increased demand for soybeans, particularly for renewable diesel production, it was more favorable for farmers to plant soybeans compared to corn. The lower planted corn acres in 2022 is expected to be supportive of corn prices for 2022 and 2023.
Ethanol is blended with gasoline to meet renewable fuel standard requirements and for its octane value. Ethanol production has historically consumed approximately 35% of the U.S. corn crop, so demand for corn generally rises and falls with ethanol demand, as evidenced by the charts below are presented, on a per barrel basis, by month through June 30, 2022.
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U.S. Plant Production of Fuel Ethanol (1)
| | Corn and Soybean Planted Acres (2)
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Crude Oil Differentials against WTI (1)(2) |
(1)Information used within this chart was obtained from the EIA through June 30, 2022.
(2)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of June 30, 2022.
Weather continues to be a critical variable for crop production. Even with high planted acres and trendline yields per acre in the U.S., 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 war in Ukraine, prices for grains and fertilizers are expected to remain elevated throughout 2022. While the weather conditions were difficult early in spring 2022, farmers were able to complete the crop planting later than normal. Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2022 planting season. | | |
PADD II Group 3 Product Crack Spread and RIN Pricing (2)(3)($/bbl) |
On June 30, 2021, CF Industries Nitrogen, L.L.C., Terra Nitrogen, Limited Partnership, and Terra International (Oklahoma) LLC filed petitions with the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (the “ITC”) requesting the initiation of antidumping and countervailing duty investigations on imports of UAN from Russia and Trinidad and Tobago (“Trinidad”). Following investigations by both USDOC and the ITC, on November 30, 2021, USDOC determined that UAN imports from Russia are unfairly subsidized at rates ranging from 9.66% to 9.84% and UAN imports from Trinidad are unfairly subsidized at a rate of 1.83%. On January 27, 2022, USDOC found that Russian UAN imports are sold at less than fair value into the U.S. market at rates ranging from 9.15% to 127.19% and that Trinidadian UAN imports at a rate of 63.08%. On June 21, 2022, USDOC issued its final affirmative determinations in anti-dumping and countervailing duty investigations where it found that imports from Russia are dumped at rates ranging from 8.16% to 122.93% and unfairly subsidized at rates ranging from 6.27% to 9.66%. Additionally, USDOC found that imports from Trinidad are dumped at a rate of 111.71% and unfairly subsidized at a rate of 1.83%. On July 18, 2022, the ITC made a negative final injury determination concerning its investigation of imports from Russia and Trinidad despite USDOC’s final determination in June that UAN is subsidized and dumped in the U.S. market by producers in both countries. As the result of this decision, we expect world trade flows of UAN to return to pre-investigation patterns.
The charts below show relevant market indicators for the Nitrogen Fertilizer Segment by month through June 30, 2022:
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Group 3 Differential against NYMEX Ammonia and UAN Market PricingWTI (1)
| | Natural Gas and Pet Coke Market Pricing (2)(1)($/bbl)
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(1)The change over time in NYMEX - WTI, as reflected in the charts above, is illustrated below.
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| (in $/bbl) | Average 2021 | | Average December 2021 | | Average 2022 | | Average December 2022 | | Average 2023 | | Average June 2023 |
| WTI | $ | 68.11 | | | $ | 71.69 | | | $ | 94.41 | | | $ | 76.52 | | | $ | 74.76 | | | $ | 70.27 | |
(2)Information used within these charts was obtained from various third-partyreputable market sources, including Green Markets (a Bloomberg Company)the New York Mercantile Exchange (“NYMEX”), PaceIntercontinental Exchange, and Argus Media, among others.
(3)PADD II is the Midwest Petroleum Coke Quarterly,Area for Defense District (“PADD”), which includes Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee and the EIA, amongst others.Wisconsin.
Results of Operations
Consolidated
Our consolidated results of operations include certain other unallocated corporate activities and the elimination of intercompany transactions and, therefore, do not equal the sum of the operating results of the Petroleum Segment and Nitrogen Fertilizer Segment.
Consolidated Financial Highlights (Three and Six Months Ended June 30, 2022 versus June 30, 2021)
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Operating Income (Loss) | | Net Income (Loss) Attributable to CVR
Energy Stockholders
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Earnings (Loss) per Share | | EBITDA (1)
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(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Three and Six Months Ended June 30, 2022 versus June 30, 2021 (Consolidated)
Overview - For the three months ended June 30, 2022, the Company’s operating income and net income were $402 million and $239 million, respectively, an increase of $396 million and $241 million, respectively, compared to operating income and net loss of $6 million and $2 million, respectively, during the three months ended June 30, 2021. For the six months ended June 30, 2022, the Company’s operating income and net income were $623 million and $392 million, respectively, an increase of $752 million and $449 million, respectively, compared to operating loss and net loss of $129 million and $57 million, respectively, during the six months ended June 30, 2021. Refer to our discussion of each segment’s results of operations below for further information.
Investment Income on Marketable Securities - On June 10, 2021, the Company distributed substantially all of its holdings in Delek US Holdings, Inc. (“Delek”), of which the Company was the largest stockholder holding approximately 14.3% of Delek’s outstanding common stock, as part of a special dividend. On January 18, 2022, the Company divested its remaining nominal holdings in Delek, and as of June 30, 2022, the Company does not hold an investment in other marketable securities of Delek. There was no dividend income received during the three and six months ended June 30, 2022 and 2021. The Company
did not recognize a gain or loss on the investment during the three and six months ended June 30, 2022, and for the three and six months ended June 30, 2021, the Company recognized a gain of $21 million and $83 million, respectively.
Other (Expense) Income, Net - For the three and six months ended June 30, 2022, the Company’s other expense, net was $74 million and $84 million, respectively, compared to other income, net of $3 million and $10 million for the three and six months ended June 30, 2021, respectively. This change was primarily attributable to the expected settlement of litigation. Refer to Part I, Item 1, Note 12 (“Commitments and Contingencies”) of this Report for further discussion.
Income Tax Expense (Benefit) - Income tax expense for the three and six months ended June 30, 2022 was $66 million and $99 million, or 21.5% and 20.2% of income before income tax, respectively, as compared to an income tax benefit for the three and six months ended June 30, 2021 of $6 million and $48 million, or 78.4% and 46.0% of loss before income tax, respectively. The fluctuation in income tax was due primarily to changes in pretax earnings and earnings attributable to noncontrolling interest from the three and six months ended June 30, 2021 to the three and six months ended June 30, 2022. The fluctuation in effective income tax rate was due primarily to changes in pretax earnings, earnings attributable to noncontrolling interest and a discrete tax benefit recorded in June 2021 for decreases in state income tax rates.
Petroleum Segment
The earnings and cash flows of the Petroleum Segment are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into refined products together with the cost of refinery compliance. The cost to acquire crude oil and other feedstocks and the price for which refined products are ultimately sold depends on factors beyond the Petroleum Segment’s control, including the supply of, and demand for crude oil, as well as gasoline and other refined products which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibly of imports and exports, the marketing of competitive fuels, and the extent of government regulation. Because the Petroleum Segment applies first-in first-out accounting to value its inventory, crude oil price movements may impact net income because of changes in the value of its unhedged inventory. The effect of changes in crude oil prices on the Petroleum Segment’s results of operations is partially influenced by the rate at which the processing of refined products adjusts to reflect these changes.
The prices of crude oil and other feedstocks and refined products are also affected by other factors, such as product pipeline capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other refineries. Crude oil costs and the prices of refined products have historically been subject to wide fluctuations. Widespread expansion or upgrades of third-party facilities, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in refining industry economics. These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction in product margins. Moreover, the refining industry typically experiences seasonal fluctuations in demand for refined products, such as increases in the demand for gasoline during the summer driving season and for volatile seasonal exports of diesel from the United States Gulf Coast. Specific factors impacting the Company’s operations are outlined below:
Current Market Outlook
•After substantial declines in demand for gasoline and diesel due to the COVID-19 pandemic in 2020, the combination of improving demand, declining inventories, loss of domestic and foreign operating refining capacities, and conversions to renewable diesel facilities led to an increase in refined products prices and crack spreads during 2022 and the first half of 2023. While the refining market has largely recovered since the pandemic, refined product demand declined 4% nationwide in the second quarter of 2023 from the 2019 average pre-pandemic demand. Group 3 demand has been relatively strong compared to other parts of the country post the pandemic. Crack spreads have since normalized and we characterize current crack spreads just above mid-cycle levels.
•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 to fall significantly in the region, which contributed to the flattening of the global cost curve and has reduced the U.S. refiners’ advantage compared to refiners in Europe.
•Contributing to the ultra-low sulfur diesel (“ULSD”) supply constraints is the International Maritime Organization’s new limit on the sulfur content in the fuel oil used on board ships (“bunker fuel”) effective January 1, 2020, which lowered the sulfur limit of bunker fuel from 3.5% to 0.5% (the “IMO 2020 Regulations”), which necessitated blending ULSD into bunker fuel to meet the new specifications. The resulting reduction of supply for traditional ULSD demand was initially muted by the pandemic-induced demand contraction.
•Recently, industrial production has slowed, as well as reduced truck tonnage and freight volumes, which has reduced distillate pricing heading into the third quarter of 2023. However, improving gasoline pricing has offset the decline in distillate pricing.
•Heavy and sour crude oil differentials have compressed with the announcement of OPEC production cuts in April and June 2023. The expansion of the Trans Mountain Pipeline is currently expected to be completed in late 2023 and placed in service in the first quarter of 2024 and may potentially narrow WCS differentials further going forward.
•Shale oil production continues to increase in the shale oil basins, albeit at a slower pace, including the Anadarko Basin. Crude oil exports have continued at the 4 million bpd rate, and we believe the Petroleum Segment benefits from these exports through the Brent crude differential to WTI, as well as all refineries in PADD II.
•Significant capacity additions are expected in 2023 and 2024, headlined by major projects scheduled to start up in the Middle East, Asia, and Africa. Some of the capacity additions could be offset by renewable diesel conversions,
planned shutdowns, and a likely economic rebound in China amid easing COVID-19 restrictions, but refined product consumption is slowing in the United States and remains weak in Europe.
•Renewable identification number (“RIN”) prices remain elevated in June 2023 at $7.35 per barrel with the Environmental Protection Agency’s (“EPA”) setting renewable volume obligation (“RVO”) at 20.94, 21.54, and 22.33 billion RINs for 2023, 2024, and 2025, respectively.
•Electric vehicle penetration in the US light vehicle market has increased significantly, up approximately 30 percent from prior years. We expect this trend to continue.
Regulatory Environment
•We continue to be impacted by significant volatility and excessive RIN prices related to compliance requirements under the Renewable Fuel Standard (“RFS”), proposed climate change laws, and regulations. Coffeyville Resources & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC” and, together with CRRM, the “obligated-party subsidiaries”), are subject to the RFS, which, each year, absent exemptions or waivers, requires blending “renewable fuels” with transportation fuels or purchasing RINs, in lieu of blending, or otherwise facing penalties. Our cost to comply with the RFS is dependent upon a variety of factors, which include the availability of ethanol and biodiesel for blending at our refineries and downstream terminals or RINs for purchase, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels, and the mix of our products, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which we may be entitled. Our costs to comply with the RFS further depend on the consistent and timely administration of the RFS program by the EPA, which includes timely establishment of the annual RVO. RIN prices have been highly volatile and remain high due in large part to the EPA’s unlawful failure to establish the RVOs by their statutory deadlines, the EPA’s delay in issuing decisions on pending small refinery hardship petitions, and the EPA’s subsequent denial of those hardship petitions. The price of RINs has also been impacted by market factors and the depletion of the carryover RIN bank, as demand destruction during the COVID-19 pandemic resulted in reduced ethanol blending and RIN generation that did not keep pace with mandated volumes, requiring carryover RINs from the RIN bank to be used to settle blending obligations. As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) increased significantly throughout 2022 and remained significant through the second quarter of 2023.
•In April 2022, the EPA denied 36 small refinery exemptions (“SRE”) for the 2018 compliance year, many of which had been previously granted by the EPA, and also issued an alternative compliance demonstration approach for certain small refineries (the “Alternate Compliance Ruling”) under which they would not be required to purchase or redeem additional RINs as a result of the EPA’s denial. In July 2022, the EPA revised the 2020 RVO and finalized the 2021 and 2022 RVOs, denied 69 petitions from small refineries seeking SREs, including those submitted by WRC for 2017 through 2021, and applied the Alternate Compliance Ruling to three such petitions. The price of RINs continues to remain excessively high, and as a result, we continue to expect significant volatility in the price of RINs during 2023 and such volatility could have material impacts on the Company’s results of operations, financial condition and cash flows.
•In 2022, we filed suit in the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) asking that the court overturn the EPA’s improper denial of the Wynnewood Refinery’s SRE for the 2017 through 2021 compliance years. In April 2023, the Fifth Circuit granted our motion to stay enforcement of the RFS against the Wynnewood Refinery until our lawsuit against the EPA relating to our SREs is resolved. This ruling limits the EPA’s ability to seek enforcement and penalties against the Wynnewood Refinery for noncompliance with the RFS while our lawsuit progresses.
•In April 2023, the EPA issued new proposed federal vehicle emissions standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond, under which automakers are expected to need to produce 60% electric vehicles (“EVs”) by 2030 and 67% by 2032 to meet the requirements, compared to just 5.8% of EV vehicles sold in the United States in 2022.
•In July 2023, the EPA announced final RVOs for 2023, 2024, and 2025, and also, denied 26 petitions from small refineries seeking SREs for one or more of the compliance years between 2016 and 2023, including the SRE sought by WRC for 2022, which denials WRC intends to challenge in court.
Company Initiatives
•In November 2021, the Board approved the pretreater project at the Wynnewood Refinery, which is currently expected to be completed in the fourth quarter of 2023 at an estimated cost of $91 million. The pretreatment unit should enable us to process a wider variety of renewable diesel feedstocks at the Wynnewood Refinery, most of which have a lower carbon intensity than soybean oil and generate additional LCFS credits. With our existing renewable diesel production,
this could effectively mitigate a substantial majority, if not all, of our future RFS exposure, assuming we receive SREs for our Wynnewood Refinery which we believe we are legally entitled to and are pursuing in the courts. However, impacts from recent climate change initiatives under the Biden Administration, actions taken by the courts, resulting administration actions under the RFS, and market conditions, could significantly impact the amount by which our renewable diesel business mitigates our costs to comply with the RFS, if at all.
•The Company is evaluating an additional investment in renewable diesel using its advantaged Coffeyville location. There is the potential to capture synergies with the Petroleum Segment as the Coffeyville Refinery has excess hydrogen capacity as well as access to carbon capture use and storage.
As of June 30, 2023, we have an estimated open position (excluding the impacts of any exemptions or waivers to which we may be entitled) under the RFS for 2020, 2021, 2022 and 2023 of approximately 373 million RINs, excluding approximately 63 million of net open, fixed-price commitments to purchase RINs, resulting in an estimated liability of $599 million as of June 2023. The Company’s open RFS position, which does not consider open commitments expected to settle in future periods, is marked-to-market each period and thus significant market volatility, as experienced in late 2022 and 2023 to date, could impact our RFS expense from period to period. We recognized expenses of approximately $90 million and $153 million for the three months ended June 30, 2023 and 2022, respectively, and expenses of approximately $129 million and $259 million for the six months ended June 30, 2023 and 2022, respectively, for the Petroleum Segment’s obligated-party subsidiaries compliance with the RFS. The change in 2023 compared to 2022 was driven by a smaller increase in RINs pricing during the current period versus the prior period impacting the mark-to-market adjustment. Of the expenses recognized during the three and six months ended June 30, 2023, a loss of $2 million and a gain of $54 million, respectively, relate to the revaluation of our net RVO position as of June 30, 2023. The revaluation represents the summation of the prior period obligation and current period commercial activities, marked at the period end market price. Based upon recent market prices of RINs in June 2023, current estimates related to other variable factors, including our anticipated blending and purchasing activities, and the impact of the open RFS positions and resolution thereof, our estimated consolidated cost to comply with the RFS (without regard to any SREs the obligated-party subsidiaries may receive) is $165 to $175 million for 2023, net of the estimated RINs generation from our renewable diesel operations of $185 to $195 million.
Market Indicators
NYMEX WTI crude oil is an industry wide benchmark that is utilized in the market pricing of a barrel of crude oil. The pricing differences between other crudes and WTI, known as differentials, show how the market for other crude oils such as WCS, White Cliffs (“Condensate”), Brent Crude (“Brent”), and Midland WTI (“Midland”) are trending. Due to the COVID-19 pandemic, the Russia-Ukraine conflict, and, in each case, actions taken by governments and others in response thereto, refined product prices have experienced extreme volatility. As a result of the current environment, refining margins have been and will continue to be volatile.
As a performance benchmark and a comparison with other industry participants, we utilize NYMEX and Group 3 crack spreads. These crack spreads are a measure of the difference between market prices for crude oil and refined products and are a commonly used proxy within the industry to estimate or identify trends in refining margins. Crack spreads can fluctuate significantly over time as a result of market conditions and supply and demand balances. The NYMEX 2-1-1 crack spread is calculated using two barrels of WTI producing one barrel of NYMEX RBOB Gasoline (“RBOB”) and one barrel of NYMEX NY Harbor ULSD (“HO”). The Group 3 2-1-1 crack spread is calculated using two barrels of WTI crude oil producing one barrel of Group 3 sub-octane gasoline and one barrel of Group 3 ultra-low sulfur diesel.
Both NYMEX 2-1-1 and Group 3 2-1-1 crack spreads decreased during the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The NYMEX 2-1-1 crack spread averaged $35.32 per barrel during the six months ended June 30, 2023 compared to $41.31 per barrel in the six months ended June 30, 2022. The Group 3 2-1-1 crack spread averaged $33.10 per barrel during the six months ended June 30, 2023 compared to $35.56 per barrel during the six months ended June 30, 2022.
Average monthly prices for RINs increased 0.8% during the second quarter of 2023 compared to the same period of 2022. On a blended barrel basis (calculated using applicable RVO percentages), RINs approximated $7.64 per barrel during the second quarter of 2023 compared to $7.58 per barrel during the second quarter of 2022.
The charts below are presented, on a per barrel basis, by month through June 30, 2023:
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Crude Oil Differentials against WTI (1)(2) |
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PADD II Group 3 Product Crack Spread and RIN Pricing (2)(3)($/bbl) |
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Group 3 Differential against NYMEX WTI (1)(2)($/bbl) |
(1)The change over time in NYMEX - WTI, as reflected in the charts above, is illustrated below.
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| (in $/bbl) | Average 2021 | | Average December 2021 | | Average 2022 | | Average December 2022 | | Average 2023 | | Average June 2023 |
| WTI | $ | 68.11 | | | $ | 71.69 | | | $ | 94.41 | | | $ | 76.52 | | | $ | 74.76 | | | $ | 70.27 | |
(2)Information used within these charts was obtained from reputable market sources, including the New York Mercantile Exchange (“NYMEX”), Intercontinental Exchange, and Argus Media, among others.
(3)PADD II is the Midwest Petroleum Area for Defense District (“PADD”), which includes Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee and Wisconsin.
Nitrogen Fertilizer Segment
Within the Nitrogen Fertilizer Segment, earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices, utilization, and operating costs and expenses, including pet coke and natural gas feedstock costs.
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, among other factors, world grain demand and production levels, inflation, global supply disruptions, changes in world population, the cost and availability of fertilizer transportation infrastructure, local market conditions, operating levels of competing facilities, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, impacts of foreign imports and foreign subsidies thereof, and the extent of government intervention in agriculture markets. These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction in product margins. Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.
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. In June 2023, the United States Environmental Protection Agency (“EPA”) announced the renewable volume obligations for 2023, 2024, and 2025 which maintained the ethanol 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.
On the contrary, in April 2023, the EPA announced the proposed federal vehicle emission standards for 2027 through 2032, which will essentially eliminate internal combustion engine vehicles and will reduce the demand for liquid fuels including ethanol. Production today of ethanol consumes approximately 35% of the annual United States corn crop.
As a result of the Russian invasion of Ukraine, the Black Sea, a major export point for nitrogen fertilizer and grains from these countries, was largely closed to exports, which prompted tightening global supply conditions for nitrogen fertilizer in advance of spring planting and wheat and corn availability, two major exports from this region, in 2022. Export restrictions were previously relaxed on grain exports from Russia and Ukraine from the Black Sea, which is one of the factors that has led to lower grain prices from the elevated levels in the spring and summer 2022. However, in July 2023, Russia indicated that it would not extend the initiative to allow Ukraine to export grain, which could create instability in the grain markets.
Market Indicators
While there is risk of shorter-term volatility given the inherent nature of the commodity cycle, the Company believes the long-term fundamentals for the U.S. nitrogen fertilizer industry remain intact. The Nitrogen Fertilizer Segment views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the U.S. over the longer term.
Corn and soybeans are two major crops planted by farmers in North America. 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.” 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 as of June 30, 2023.
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. Additionally, an estimated 12.5 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2023/2024. Multiple refiners have announced renewable diesel expansion projects for 2023 and beyond, which will only increase the demand for soybeans and potentially for corn and canola.
The United States Department of Agriculture (“USDA”) estimates that in spring 2023 farmers planted 94.1 million corn acres, representing an increase of 6.2% as compared to 88.6 million corn acres in 2022. Planted soybean acres are estimated to be 83.5 million, representing a decrease of 4.6% as compared to 87.5 million soybean acres in 2022. The combined corn and soybean planted acres of 177.6 million is an increase of 0.9% compared to the acreage planted in 2022. Due to lower input costs in 2023 for corn planting and the relative grain prices of corn versus soybeans, economics favor planting corn compared to soybeans. Lower inventory levels of corn and soybeans are expected to be supportive of corn prices for the remainder of 2023.
Ethanol is blended with gasoline to meet renewable fuel standard requirements and for its octane value. Ethanol production has historically consumed approximately 36% of the U.S. corn crop, so demand for corn generally rises and falls with ethanol demand, as shown by the charts below through June 30, 2023.
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U.S. Plant Production of Fuel Ethanol (1) | | Corn and Soybean Planted Acres (2) |
(1)Information used within this chart was obtained from the EIA through June 30, 2023.
(2)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of June 30, 2023.
Weather continues to be a critical variable for crop production. Even with high planted acres and trendline yields per acre in the U.S., 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 war in Ukraine, prices for grains remained elevated through the first half of 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, 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. 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 for the rest of 2023. Pet coke prices remain elevated compared to historical levels, but we believe that if natural gas prices remain lower than prices in 2022, pet coke prices will likely decline later in 2023.
The charts below show relevant market indicators for the Nitrogen Fertilizer Segment by month through June 30, 2023:
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Ammonia and UAN Market Pricing (1) | | Natural Gas and Pet Coke Market Pricing (1) |
(1)Information used within these charts was obtained from various third-party sources, including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
Results of Operations
Consolidated
Our consolidated results of operations include renewable fuels, certain other unallocated corporate activities, and the elimination of intercompany transactions and, therefore, do not equal the sum of the operating results of the Petroleum Segment and Nitrogen Fertilizer Segment.
Consolidated Financial Highlights (Three and Six Months Ended June 30, 2023 versus June 30, 2022)
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| Operating Income | | Net Income Attributable to CVR Energy Stockholders |
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| Earnings per Share | | EBITDA (1) |
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Three and Six Months Ended June 30, 2023 versus June 30, 2022 (Consolidated)
Overview - For the three months ended June 30, 2023, the Company’s operating income and net income were $224 million and $168 million, respectively, a decrease of $178 million and $71 million, respectively, compared to operating income and net income of $402 million and $239 million, respectively, during the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company’s operating income and net income were $554 million and $427 million, respectively, a decrease of $69 million and an increase of $35 million, respectively, compared to operating income and net income of $623 million and $392 million, respectively, during the six months ended June 30, 2022. Refer to our discussion of each segment’s results of operations below for further information.
Income Tax Expense - Income tax expense for the three and six months ended June 30, 2023 was $44 million and $101 million, or 20.9% and 19.1% of income before income tax, respectively, compared to income tax expense for the three and six months ended June 30, 2022 of $66 million and $99 million, or 21.5% and 20.2% of income before income tax, respectively. The fluctuation in income tax expense was due primarily to changes in pretax earnings from the three and six months ended June 30, 2022 to the three and six months ended June 30, 2023.
Petroleum Segment
The Petroleum Segment utilizes certain inputs within its refining operations. These inputs include crude oil, butanes, natural gasoline, ethanol, and bio-diesel (these are also known as “throughputs”).
Refining Throughput and Production Data by Refinery
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| Throughput Data | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in bpd) | 2022 | | 2021 | | 2022 | | 2021 |
| Coffeyville | | | | | | | |
| Regional crude | 66,266 | | | 27,126 | | | 53,089 | | | 28,173 | |
| WTI | 34,513 | | | 70,329 | | | 41,127 | | | 61,681 | |
| WTL | 1,317 | | | — | | | 662 | | | — | |
| Midland WTI | — | | | — | | | 1,294 | | | — | |
| Condensate | 10,596 | | | 13,412 | | | 10,972 | | | 10,249 | |
| Heavy Canadian | 6,468 | | | 3,703 | | | 6,614 | | | 1,862 | |
| DJ Basin | 10,763 | | | 13,522 | | | 14,379 | | | 15,119 | |
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| Other feedstocks and blendstocks | 9,270 | | | 9,987 | | | 10,301 | | | 9,359 | |
| Wynnewood | | | | | | | |
| Regional crude | 47,392 | | | 60,636 | | | 45,407 | | | 57,913 | |
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| WTL | 1,660 | | | 7,422 | | | 1,006 | | | 5,489 | |
| Midland WTI | — | | | — | | | 813 | | | — | |
| WTS | — | | | — | | | 288 | | | — | |
| Condensate | 10,710 | | | 7,559 | | | 10,499 | | | 8,544 | |
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| Other feedstocks and blendstocks | 2,291 | | | 2,930 | | | 2,855 | | | 3,055 | |
| Total throughput | 201,246 | | | 216,626 | | | 199,306 | | | 201,444 | |
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| Production Data | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in bpd) | 2022 | | 2021 | | 2022 | | 2021 |
| Coffeyville | | | | | | | |
| Gasoline | 71,003 | | 72,440 | | 73,015 | | 67,081 |
| Distillate | 58,769 | | 56,123 | | 56,728 | | 51,359 |
| Other liquid products | 5,730 | | 5,752 | | 5,361 | | 4,934 |
| Solids | 4,342 | | 4,650 | | 4,351 | | 4,027 |
| Wynnewood | | | | | | | |
| Gasoline | 33,255 | | 40,830 | | 31,322 | | 39,152 |
| Distillate | 22,316 | | 31,471 | | 22,416 | | 30,324 |
| Other liquid products | 4,897 | | 3,010 | | 5,015 | | 2,979 |
| Solids | 7 | | 20 | | 13 | | 21 |
| Total production | 200,319 | | 214,296 | | 198,221 | | 199,877 |
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Light product yield (as % of crude throughput) (1) | 97.7 | % | | 98.6 | % | | 98.6 | % | | 99.4 | % |
Liquid volume yield (as % of total throughput) (2) | 97.4 | % | | 96.8 | % | | 97.3 | % | | 97.2 | % |
Distillate yield (as % of crude throughput) (3) | 42.7 | % | | 43.0 | % | | 42.5 | % | | 43.2 | % |
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| Throughput Data | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in barrels per day (“bpd”)) | 2023 | | 2022 | | 2023 | | 2022 |
| Coffeyville | | | | | | | |
| Regional crude | 73,547 | | | 66,266 | | | 59,527 | | | 53,089 | |
| WTI | 25,091 | | | 34,513 | | | 31,343 | | | 41,127 | |
| WTL | — | | | 1,317 | | | — | | | 662 | |
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| Midland WTI | — | | | — | | | — | | | 1,294 | |
| Condensate | 6,598 | | | 10,596 | | | 7,879 | | | 10,972 | |
| Heavy Canadian | 84 | | | 6,468 | | | 2,091 | | | 6,614 | |
| DJ Basin | 16,630 | | | 10,763 | | | 15,229 | | | 14,379 | |
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| Other feedstocks and blendstocks | 12,124 | | | 9,270 | | | 12,678 | | | 10,301 | |
| Wynnewood | | | | | | | |
| Regional crude | 51,142 | | | 47,392 | | | 50,485 | | | 45,407 | |
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| WTL | 1,002 | | | 1,660 | | | 2,471 | | | 1,006 | |
| Midland WTI | — | | | — | | | — | | | 813 | |
| WTS | — | | | — | | | — | | | 288 | |
| Condensate | 11,992 | | | 10,710 | | | 13,950 | | | 10,499 | |
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| Other feedstocks and blendstocks | 2,865 | | | 2,291 | | | 3,144 | | | 2,855 | |
| Total throughput | 201,075 | | | 201,246 | | | 198,797 | | | 199,306 | |
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| Production Data | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in bpd) | 2023 | | 2022 | | 2023 | | 2022 |
| Coffeyville | | | | | | | |
| Gasoline | 68,008 | | 71,003 | | 66,258 | | 73,015 |
| Distillate | 57,996 | | 58,769 | | 54,100 | | 56,728 |
| Other liquid products | 3,816 | | 5,730 | | 4,461 | | 5,361 |
| Solids | 3,916 | | 4,342 | | 3,632 | | 4,351 |
| Wynnewood | | | | | | | |
| Gasoline | 36,017 | | 33,255 | | 37,991 | | 31,322 |
| Distillate | 23,604 | | 22,316 | | 24,424 | | 22,416 |
| Other liquid products | 6,714 | | 4,897 | | 6,499 | | 5,015 |
| Solids | 10 | | 7 | | 10 | | 13 |
| Total production | 200,081 | | 200,319 | | 197,375 | | 198,221 |
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Light product yield (as % of crude throughput) (1) | 99.8 | % | | 97.7 | % | | 99.9 | % | | 98.6 | % |
Liquid volume yield (as % of total throughput) (2) | 97.6 | % | | 97.4 | % | | 97.5 | % | | 97.3 | % |
Distillate yield (as % of crude throughput) (3) | 43.9 | % | | 42.7 | % | | 42.9 | % | | 42.5 | % |
(1)Total Gasoline and Distillate divided by total Regional crude, WTI, WTL, Midland WTI, WTS, Condensate, Heavy Canadian, and DJ Basin throughput.
(2)Total Gasoline, Distillate, and Other liquid products divided by total throughput.
(3)Total Distillate divided by total Regional crude, WTI, WTL, Midland WTI, WTS, Condensate, Heavy Canadian, and DJ Basin throughput.
Petroleum Segment Financial Highlights (Three and Six Months Ended June 30, 20222023 versus June 30, 2021)2022)
Overview - For the three months ended June 30, 2022,2023, the Petroleum Segment’s operating income and net income were $297$171 million and $306$194 million, respectively, improvementsrepresenting declines of $317$126 million and $319$112 million, respectively, compared to operating loss and net loss of $20 million and $13 million, respectively, for the three months ended June 30, 2021. These improvements were primarily due to improved crack spreads, partially offset by increased labor and utility costs and derivative losses. For the six months ended June 30, 2022, the Petroleum Segment’s operating income and net income were $427 million and $432 million, respectively, improvements of $563 million and $555 million, respectively, compared to operating loss and net loss of $136 million and $123 million, respectively, for the six months ended June 30, 2021. These improvements were primarily due to improved crack spreads and lower RINs cost, partially offset by increased labor and utility costs.
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Net Sales | | Operating Income (Loss) |
operating income and net income of $297 million and $306 million, respectively, for the three months ended June 30, 2022. These declines were primarily due to reduced crack spreads and unfavorable inventory impacts, partially offset by lower RFS related expenses and direct operating expenses related to utility costs in the current period. For the six months ended June 30, 2023, the Petroleum Segment’s operating income and net income were $408 million and $453 million, respectively, representing a decline of $19 million and an improvement of $21 million, respectively, compared to operating income and net income of $427 million and $432 million, respectively, for the six months ended June 30, 2022. The decline in operating income was primarily due to reduced crack spreads and unfavorable inventory impacts, partially offset by favorable RFS related expense and lower direct operating expenses related to utility costs in the current period. The increase in net income was also impacted by a legal accrual recorded in the prior year related to the call option litigation.
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| Net Sales | | Operating Income |
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Net Income (Loss) | | EBITDA (1) |
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Net Sales - For the three and six months ended June 30, 2022,2023, net sales for the Petroleum Segment increased $1.2 billiondecreased $868 million and $2.0 billion,$1,029 million, respectively, when compared to the three and six months ended June 30, 2021.2022. The increasesdecreases in net sales were due to increaseddriven by decreased refined product prices resulting from tight inventory levels and reduced sales volumes driven by the ongoing conflictplanned turnaround at our refinery in UkraineCoffeyville, Kansas (the “Coffeyville Refinery”) during the three and six months ended June 30, 2022,2023 compared to the three and six months ended June 30, 2021. Further, net sales for the six months ended June 30, 2021 were impacted by Winter Storm Uri, resulting in reduced rates at both refineries.2022.
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Refining Margin (1)
| | Refining Margin (excluding Inventory
Valuation Impacts) (1)
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Refining Margin (1) | | Refining Margin (excluding Inventory Valuation Impacts) (1) |
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Refining Margin (1) | | Refining Margin (excluding Inventory Valuation Impacts) (1) |
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Refining Margin - For the three months ended June 30, 2022,2023, refining margin was $333 million, or $18.21 per throughput barrel, compared to $478 million, or $26.10 per throughput barrel, as compared to $133 million, or $6.72 per throughput barrel, for the three months ended June 30, 2021.2022. The increasedecrease in refining margin of $345$145 million was primarily due to an increasea decrease in product crack spreads. The Group 3 2-1-1 crack spread increaseddecreased by $29.35$16.47 per barrel relative to the second quarter of 2021,2022, driven by tight inventory levels,a tightening distillate crack spread due primarily to recession concerns and supply concerns due to the ongoing Russia-Ukraine conflict.slowing demand trends. The Petroleum SegmentSegment’s obligated-party subsidiaries recognized costs to comply with RFS of $88 million, or $4.85 per throughput barrel, which excludes the RINs revaluation expense impact of $2 million, or $0.10 per total throughput barrel, for the three months ended June 30, 2023. This is compared to RFS compliance costs of $102 million, or $5.55 per throughput barrel, which excludes the RINs revaluation expense impact of $51 million, or $2.79 per total throughput barrel, for the three months ended June 30, 2022. This is compared toFor the three months ended June 30, 2023, the Petroleum Segment’s RFS compliance costs included $43 million of $115RINs purchased from our renewable diesel operations compared to $18 million or $5.85 per throughput barrel, which excludes the RINs revaluation impact of $58 million, or $2.92 per total throughput barrel, for the three months ended June 30, 2021.2022. The decrease in RFS compliance costs in 20222023 was primarily related to a lower renewable volume obligationan increase in RINs generated by ethanol and biodiesel blending for the three months ended June 30, 20222023 compared to the prior period. The decrease infavorable RINs revaluation in 20222023 was athe result of decreased RINs prices fora favorable mark-to-market expense in the current period and the EPA revising the 2020 RVO and finalizing the 2021 and 2022 RVOs. Offsetting these impacts for the three months ended June 30, 2022, throughput volumes declined by 15,380 bpd due to the completion of the planned turnaround at the Wynnewood refinerya decline in early April 2022RINs prices and the conversion of the Wynnewood hydrokracker to renewable diesel servicea lower outstanding obligation in the current period. The Petroleum Segment also recognized a net loss on derivatives of $61 million during the three months ended June 30, 2022period compared to a derivative loss of $2 million during the three months ended June 30, 2021. Our derivative activity was primarily a result of inventory hedging activity, Canadian crude oil purchases and sales, and crack spread swaps.
For the six months ended June 30, 2022, refining margin was $775 million, or $21.50 per throughput barrel, as compared to $184 million, or $5.04 per throughput barrel, for the six months ended June 30, 2021. The increase in refining margin of $591 million was primarily due to an increase in product crack spreads. The Group 3 2-1-1 crack spread increased by $17.80 per barrel relative to the six months ended June 30, 2021, driven by increasing refined product demand, tight inventory levels, and supply concerns due to the ongoing Russia-Ukraine conflict. Offsetting these impacts for the six months ended June 30, 2022, throughput volumes declined by 2,138 bpd due to the Wynnewood turnaround in the first quarter of 2022, startup of the RDU, and minor plant outages in the current period. The Petroleum Segment recognized costs to comply with RFS of $189 million, or $5.24 per throughput barrel, which excludes the RINs revaluation impact of $70 million, or $1.95 per total throughput barrel, for the six months ended June 30, 2022. This is compared to RFS compliance costs of $182 million, or $4.99 per throughput barrel, which excludes the RINs revaluation impact of $169 million, or $4.63 per total throughput barrel, for the six months ended June 30, 2021. The decrease in RFS compliance costs in 2022 was primarily related to lower RINs prices and throughput for the six months ended June 30, 2022 compared to the prior period. The decrease in RINs revaluation in 2022 was a result of decreased volatility in RINs prices for the current period and the EPA revising the 2020 RVO and finalizing the 2021 and 2022 RVOs. The Petroleum Segment also recognized a net loss on derivatives of $53 million during the six months ended June 30,
to the 2022 period. The Petroleum Segment also recognized a net gain on derivatives of $3 million during the three months ended June 30, 2023 compared to a net loss on derivatives of $61 million during the three months ended June 30, 2022. Our derivative lossactivity was primarily a result of $34crack spread swaps, inventory hedging activity, and Canadian crude forward purchases and sales. Offsetting these impacts, crude oil prices decreased for the three months ended June 30, 2023, which led to an unfavorable inventory valuation impact of $21 million, or $1.17 per total throughput barrel, compared to a favorable inventory valuation impact of $37 million, or $2.02 per total throughput barrel for the three months ended June 30, 2022.
For the six months ended June 30, 2023, refining margin was $744 million, or $20.68 per throughput barrel compared to $775 million, or $21.50 per throughput barrel, for the six months ended June 30, 2022. The decrease in refining margin of $31 million was primarily due to a decrease in product crack spreads. The Group 3 2-1-1 crack spread decreased by $2.46 per barrel relative to the six months ended June 30, 2022, driven by a tightening distillate crack spread due primarily to recession concerns and slowing demand trends. The Petroleum Segment’s obligated-party subsidiaries recognized costs to comply with RFS of $183 million, or $5.10 per throughput barrel, which excludes the RINs revaluation benefit impact of $54 million, or $1.51 per total throughput barrel, for the six months ended June 30, 2023. This is compared to RFS compliance costs of $189 million, or $5.24 per throughput barrel, which excludes the RINs revaluation expense impact of $70 million, or $1.95 per total throughput barrel, for the six months ended June 30, 2022. For the six months ended June 30, 2023, the Petroleum Segment’s RFS compliance costs included $93 million of RINs purchased from our renewable diesel operations compared to $18 million for the six months ended June 30, 2022. The decrease in RFS compliance costs in 2023 was primarily related to an increase in RINs generated from ethanol and biodiesel blending, partially offset by a higher renewable volume obligation for the six months ended June 30, 2023 compared to the prior period. The favorable RINs revaluation in 2023 was a result of a mark-to-market benefit in the current period due to a decrease in the change in RINs prices in the current period compared to the 2022 period. The Petroleum Segment also recognized a net gain on derivatives of $42 million during the six months ended June 30, 2021.2023 compared to a net loss on derivatives of $53 million during the six months ended June 30, 2022. Our derivative activity was primarily a result of crack spread swaps, inventory hedging activity, and Canadian crude oilforward purchases and sales, and crack spread swaps.sales. Offsetting these impacts, crude oil prices decreased for the six months ended June 30, 2023, which led to an unfavorable inventory valuation impact of $33 million, or $0.93 per total throughput barrel, compared to a favorable inventory valuation impact of $170 million, or $4.73 per total throughput barrel for the six months ended June 30, 2022.
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Direct Operating Expenses (1) | | Direct Operating Expenses (1) |
(1)Exclusive of depreciation and amortization expense.
Direct Operating Expenses (Exclusive of Depreciation and Amortization) - For the three and six months ended June 30, 2022,2023, direct operating expenses (exclusive of depreciation and amortization) were $100 million and $204 million, respectively, compared to $112 million and $211 million, respectively, as compared to $83 million and $182 million for the three and six months ended June 30, 2021,2022, respectively. The increases in the current periodsdecreases were primarily due to increasedlower utility costs that resulted from a decline in natural gas costs, repairs and maintenance expense, and personnel costs.prices. On a total throughput barrel basis, direct operating expenses increaseddecreased to $6.12$5.46 and $5.85 per barrel, for three and six months ended June 30, 2022, respectively, from $4.23 and $4.99$5.68 per barrel for the three and six months ended June 30, 2021,2023, respectively, which was due to increased costs mentioned abovefrom $6.12 and decreased throughput volume compared to$5.85 per barrel for the prior periods caused by the Wynnewood turnaround in the first quarterthree and six months ended June 30, 2022, respectively.
| | | | | | | | |
| Depreciation and Amortization | | Selling, General and Administrative
Expenses, and Other |
Depreciation and Amortization Expense - For the three and six months ended June 30, 2022,2023, depreciation and amortization expense decreased $5$1 million and $9$2 million, respectively, compared to the three and six months ended June 30, 2021,2022, primarily due to certain assets being fully depreciated in 20212022 and early 2022.2023.
Selling, General, and Administrative Expenses, and Other - For the three and six months ended June 30, 2022,2023, selling, general and administrative expenses and other were $17 million and $41 million, respectively, compared to $23 million and $44 million, respectively, as compared to $19 million and $36 million for the three and six months ended June 30, 2021,2022, respectively. The increases weredecrease was primarily a result of increaseddecreased personnel costs driven by higherprimarily attributable to share-based compensation.compensation as a result of a decrease in market prices for CVR Energy’s common shares.
Nitrogen Fertilizer Segment
Utilization and Production Volumes - The following tables summarize the consolidated ammonia utilization from the Nitrogen Fertilizer Segment’s facilities in Coffeyville, Kansas (the “Coffeyville Fertilizer Facility”) and East Dubuque, Illinois (the “East Dubuque Fertilizer Facility”). Utilization is an important measure used by management to assess operational output at each of the Nitrogen Fertilizer Segment’s facilities. Utilization is calculated as actual tons of ammonia produced divided by capacity adjusted for planned maintenance and turnarounds.capacity.
Utilization is presented solely on ammonia production rather than on each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products. With effortsproduction primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how well we operate.
Gross tons produced forof ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale representrepresents the ammonia available for sale that was not upgraded into other fertilizer products. The table below presents all of these Nitrogen Fertilizer Segment metrics for the three and six months ended June 30, 20222023 and 2021:2022:
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| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Consolidated Ammonia Utilization | 89 | % | | 98 | % | | 88 | % | | 93 | % |
| | | | | | | |
Production Volumes (in thousands of tons) | | | | | | | |
| Ammonia (gross produced) | 193 | | | 217 | | | 380 | | 404 |
| Ammonia (net available for sale) | 50 | | | 70 | | | 102 | | 140 |
| UAN | 331 | | | 334 | | | 648 | | 606 |
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| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Consolidated Ammonia Utilization | 100 | % | | 89 | % | | 103 | % | | 88 | % |
| | | | | | | |
Production Volumes (in thousands of tons) | | | | | | | |
| Ammonia (gross produced) | 219 | | | 193 | | | 442 | | 380 |
| Ammonia (net available for sale) | 70 | | | 50 | | | 132 | | 102 |
| UAN | 339 | | | 331 | | | 705 | | 648 |
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On a consolidated basis for the three and six months ended June 30, 2022,2023, the Nitrogen Fertilizer Segment’s utilization decreasedincreased to 100% and 103%, respectively, compared to 89% and 88%, for the three and six months ended June 30, 2022, respectively. The decreases during the current periodsincreases were primarily due to more reliable operations following the completion of planned turnarounds at both fertilizer facilities in the third quarter of 2022, along with increased unplanned downtime in 2022 associated with the Messer air separation plant (“Messer”(the “Messer Outages”) at the Coffeyville Fertilizer Facility and various pieces of equipment at the East Dubuque Fertilizer Facility.
Sales and Pricing per Ton - Two of the Nitrogen Fertilizer Segment’s key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate. TotalFor the three and six months ended June 30, 2023, total product sales volumes were unfavorable,favorable, driven by lowerincreased production at both fertilizer facilities due to operating reliably after the planned turnarounds in the third quarter of 2022, as well as increased downtime from the Messer Outages at the Coffeyville Fertilizer Facility due to reduced downtime from Messer outages and various pieces of equipment at the East Dubuque Fertilizer Facility in 2022, as compared to 2021.2022. For the three and six months ended June 30, 2022,2023, total product sales prices were favorable,unfavorable for both periods, driven by sales price increasesdecreases of 193%40% and 202%32%, respectively, for ammonia and 134%43% and 154%26%, respectively, for UAN. Ammonia and UAN sales prices were favorableunfavorable primarily due toby lower natural gas prices and deferred fertilizer supply driven by production outages from Hurricane Ida in August and September 2021, increased industry turnaround activity, energy shortages in Europe and Asia, anddemand at the impacts from the Russia-Ukraine conflict, coupled with higher crop pricing.retail level. 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.
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
| Consolidated sales (thousand tons) | Consolidated sales (thousand tons) | | | | | | | | Consolidated sales (thousand tons) | | | | | | | |
| Ammonia | Ammonia | 52 | | | 80 | | | 91 | | | 112 | | Ammonia | 79 | | | 52 | | | 121 | | | 91 | |
| UAN | UAN | 287 | | | 370 | | | 609 | | | 609 | | UAN | 329 | | | 287 | | | 688 | | | 609 | |
| | Consolidated product pricing at gate (dollars per ton) | Consolidated product pricing at gate (dollars per ton) | | Consolidated product pricing at gate (dollars per ton) | |
| Ammonia | Ammonia | $ | 1,182 | | | $ | 403 | | | $ | 1,127 | | | $ | 373 | | Ammonia | $ | 707 | | | $ | 1,182 | | | $ | 770 | | | $ | 1,127 | |
| UAN | UAN | 555 | | | 237 | | | 524 | | | 206 | | UAN | 316 | | | 555 | | | 390 | | | 524 | |
Feedstock - TheOur Coffeyville Fertilizer Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. TheOur East Dubuque Fertilizer Facility uses natural gas in its production of ammonia. The table below presents these feedstocks for both fertilizer facilities within the Nitrogen Fertilizer Segment for the three and six months ended June 30, 20222023 and 2021:2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | |
Petroleum coke used in production (thousand tons) | 116 | | | 134 | | | 224 | | | 262 | |
Petroleum coke (dollars per ton) | $ | 49.91 | | | $ | 36.69 | | | $ | 53.06 | | | $ | 39.73 | |
Natural gas used in production (thousands of MMBtu) (1) | 1,936 | | | 2,154 | | | 3,697 | | | 4,036 | |
Natural gas used in production (dollars per MMBtu) (1) | $ | 7.34 | | | $ | 3.04 | | | $ | 6.48 | | | $ | 3.07 | |
Natural gas in cost of materials and other (thousands of MMBtu) (1) | 1,707 | | | 2,711 | | | 3,235 | | | 3,650 | |
Natural gas in cost of materials and other (dollars per MMBtu) (1) | $ | 5.98 | | | $ | 3.06 | | | $ | 5.81 | | | $ | 3.03 | |
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| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
Petroleum coke used in production (thousands of tons) | 124 | | | 116 | | | 255 | | | 224 | |
Petroleum coke used in production (dollars per ton) | $ | 73.91 | | | $ | 49.91 | | | $ | 75.62 | | | $ | 53.06 | |
Natural gas used in production (thousands of MMBtu) (1) | 2,194 | | | 1,936 | | | 4,296 | | | 3,697 | |
Natural gas used in production (dollars per MMBtu) (1) | $ | 2.35 | | | $ | 7.34 | | | $ | 4.02 | | | $ | 6.48 | |
Natural gas in cost of materials and other (thousands of MMBtu) (1) | 2,403 | | | 1,707 | | | 3,718 | | | 3,235 | |
Natural gas in cost of materials and other (dollars per MMBtu) (1) | $ | 4.11 | | | $ | 5.98 | | | $ | 5.41 | | | $ | 5.81 | |
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(1)The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in Direct operating expenses (exclusive of depreciation and amortization).
Nitrogen Fertilizer Segment Financial Highlights (Three and Six Months Ended June 30, 20222023 versus June 30, 2021)2022)
Overview - For the three months ended June 30, 2022,2023, the Nitrogen Fertilizer Segment’s operating income and net income were $126$67 million and $118$60 million, respectively, representing improvementsreductions of $96$59 million and $111$58 million, respectively, compared to operating income and net income of $30$126 million and $7$118 million, respectively, for the three months ended June 30, 2021.2022. For the six months ended June 30, 2022,2023, the Nitrogen Fertilizer Segment’s operating income and net income were $230$176 million and $211$162 million, respectively, representing a $214$54 million and $229$49 million increasedecrease in operating income and net income, respectively, compared to operating income and net lossincome of $16$230 million and $18$211 million, respectively, for the six months ended June 30, 2021.2022. These increases for both periodsdecreases were primarily driven by higherdecreased product sales prices, for UANoffset by increased production and ammoniasales volumes, compared to the prior periods.six months ended June 30, 2022
| | | | | | | | |
| Net Sales | | Operating Income |
| | | | | | | | |
Net Sales | | Operating Income |
| | | | | | | | |
Net Income (Loss) | | EBITDA (1) |
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Net Sales - For the three months ended June 30, 2022,2023, the Nitrogen Fertilizer Segment’s net sales increaseddecreased by $106$61 million to $244$183 million compared to the three months ended June 30, 2021.2022. This increaseThe decrease was primarily due to unfavorable UAN and ammonia sales prices which reduced revenues by $117 million, offset by favorable UAN and ammonia pricing conditions which contributed $131sales volumes contributing $56 million in higher revenues partially offset by decreased sales volumes which contributed $31 million in lower revenues, as compared to the three months ended June 30, 2021.2022.
The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the three months ended June 30, 2022, as2023 compared to the three months ended June 30, 2021:2022:
| | (in millions) | (in millions) | Price Variance | | Volume Variance | (in millions) | Price Variance | | Volume Variance |
| UAN | UAN | $ | 91 | | | $ | (20) | | UAN | $ | (79) | | | $ | 23 | |
| Ammonia | Ammonia | 40 | | | (11) | | Ammonia | (38) | | | 33 | |
The $779$475 and $318$239 per ton increasesdecreases in ammonia and UAN sales pricing, respectively, for the three months ended June 30, 2022, as2023 compared to the three months ended June 30, 2021,2022 were primarily attributable to continued tight market conditions followinglower natural gas prices and deferred fertilizer demand at the production outages related to Hurricane Idaretail level in 2021, heightened turnaround activity during the summer of 2021,
energy shortages in Europe and Asia, and further supply concerns due to the Russia-Ukraine conflict, coupled with higher crop pricing.current period. The decreaseincreases in UAN and ammonia sales volumes for the three months ended June 30, 20222023 compared to the three months ended June 30, 2021 was2022 were primarily attributable to lowerincreased production at both fertilizer facilities due to unplannedoperating reliably after the planned turnarounds in the third quarter of 2022, as well as increased downtime associated withfrom the Messer outagesOutages at the Coffeyville Fertilizer Facility and various pieces of equipment at the East Dubuque Fertilizer Facility in 2022.during the 2022 period.
For the six months ended June 30, 2022,2023, the Nitrogen Fertilizer Segment’s net sales increaseddecreased by $268$58 million to $467$409 million compared to the six months ended June 30, 2021.2022. This increasedecrease was primarily due to lower sales prices which reduced revenues by $135 million, offset by favorable UAN and ammonia pricing conditions which contributed $262 million in higher revenues, partially offset by decreased sales volumes which contributed $8increased revenues by $75 million, in lower revenues, as compared to the six months ended June 30, 2021.2022.
The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the six months ended June 30, 2022 as2023 compared to the six months ended June 30, 2021:2022:
| | (in thousands) | Price Variance | | Volume Variance | |
(in millions) | | (in millions) | Price Variance | | Volume Variance |
| UAN | UAN | $ | 193 | | | $ | — | | UAN | $ | (92) | | | $ | 41 | |
| Ammonia | Ammonia | 69 | | | (8) | | Ammonia | (43) | | | 34 | |
The $754$357 and $318$134 per ton increasesdecreases in ammonia and UAN sales pricing, respectively, for the six months ended June 30, 2022 as2023 compared to the six months ended June 30, 20212022 were primarily attributable to continued tight market conditions followinglower natural gas prices and deferred fertilizer demand at the production outages related to Hurricane Idaretail level in 2021, heightened turnaround activity during the summer of 2021, energy shortagescurrent period. The increases in EuropeUAN and Asia, and further supply concerns due to the Russia-Ukraine conflict, coupled with higher crop pricing. The depressed ammonia sales volumes for the six months ended June 30, 20222023 compared to the six months ended June 30, 2021 was2022 were primarily attributable to a higher rate of ammoniaincreased production converted to UAN for sale, along with lower ammonia productionat both fertilizer facilities due to unplannedoperating reliably after the planned turnarounds in the third quarter of 2022, as well as increased downtime associated withfrom the Messer outagesOutages at the Coffeyville Fertilizer Facility and various pieces of equipment at the East Dubuque Fertilizer Facility in 2022.during the 2022 period.
Cost of Materials and Other - For the three and six months ended June 30, 2022,2023, cost of materials and other was $41$33 million and $71$70 million, respectively, compared to $26$41 million and $44$71 million for the three and six months ended June 30, 2021,2022, respectively. For the three and six months ended June 30, 2022, increased costsThe decreases were compriseddriven primarily of $12 million and $13 million increases in purchases of nitrogen and ammonia, respectively, $8 million and $12 million increases inby lower natural gas pricing and usage atcosts in the East Dubuque Fertilizer Facility, respectively, $2 million and $5 million increases in distribution costs driven by freight, respectively, and $1 million and $2 million increases in pet coke and hydrogen feedstock costs at the Coffeyville Fertilizer Facility, respectively. The increases were partially offset by a higher build in inventories contributing $7 million and $5 million, respectively.current period.
Non-GAAP Measures
Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.
The following are non-GAAP measures we present for the period ended June 30, 2022:2023:
EBITDA - Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.
Petroleum EBITDA and Nitrogen Fertilizer EBITDA - Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.
Refining Margin - The difference between our Petroleum Segment net sales and cost of materials and other.
Refining Margin, adjusted for Inventory Valuation Impacts - Refining Margin adjusted to exclude the impact of current period market price and volume fluctuations on crude oil and refined product inventories purchased in prior periods and lower
of cost or net realizable value adjustments, if applicable. We record our commodity inventories on the first-in-first-out basis. As a result, significant current period fluctuations in market prices and the volumes we hold in inventory can have favorable or unfavorable impacts on our refining margins as compared to similar metrics used by other publicly-traded companies in the refining industry.
Refining Margin and Refining Margin adjusted for Inventory Valuation Impacts, per Throughput Barrel - Refining Margin and Refining Margin adjusted for Inventory Valuation Impacts divided by the total throughput barrels during the period, which is calculated as total throughput barrels per day times the number of days in the period.
Direct Operating Expenses per Throughput Barrel - Direct operating expenses for our Petroleum Segment divided by total throughput barrels for the period, which is calculated as total throughput barrels per day times the number of days in the period.
Adjusted EBITDA, Adjusted Petroleum EBITDA and Adjusted Nitrogen Fertilizer EBITDA - EBITDA, Petroleum EBITDA and Nitrogen Fertilizer EBITDA adjusted for certain significant non-cashnoncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.
Adjusted Earnings (Loss) per Share - Earnings (loss) per share adjusted for certain significant non-cashnoncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.
Free Cash Flow - Net cash provided by (used in) operating activities less capital expenditures and capitalized turnaround expenditures.
Net Debt and Finance Lease Obligations - Net debt and finance lease obligations is total debt and finance lease obligations reduced for cash and cash equivalents.
Total Debt and Net Debt and Finance Lease Obligations to EBITDA Exclusive of Nitrogen Fertilizer - Total debt and net debt and finance lease obligations is calculated as the consolidated debt and net debt and finance lease obligations less the Nitrogen Fertilizer Segment’s debt and net debt and finance lease obligations as of the most recent period ended divided by EBITDA exclusive of the Nitrogen Fertilizer Segment for the most recent twelve-month period.
We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations and liquidity in conjunction with our U.S. GAAP results, including but not limited to our operating performance as compared to other publicly-traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital expenditures. Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.
Factors Affecting Comparability of Our Financial Results
Our historical results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future for the reasons discussed below.
Petroleum Segment
Coffeyville Refinery - During the three and six months ended June 30, 2022, we capitalized $1 million and $2 million, respectively, related to the pre-planning phase of a major planned turnaround that is currently expected to commence in the spring of 2023.
Wynnewood Refinery - The Petroleum Segment’s Wynnewood Refinery’s major planned turnaround began in late February 2022 and was completed in early April 2022. The pre-planning phase began during the first quarter of 2021. During the three and six months ended June 30, 2022, we capitalized $4 million and $67 million, respectively, and during the three and six months ended June 30, 2021, we capitalized less than $1 million and $1 million, respectively, related to the pre-planning activities.
Nitrogen Fertilizer Segment
Coffeyville Fertilizer Facility - A planned turnaround at the Coffeyville Fertilizer Facility commenced in July 2022 and is expected to be completed in early to mid-August 2022. For the three and six months ended June 30, 2022, we incurred turnaround expense of less than $1 million for both periods related to planning for this turnaround.
East Dubuque Fertilizer Facility - The next planned turnaround at the East Dubuque Fertilizer Facility is currently expected to commence during August 2022. For the three and six months ended June 30, 2022, we incurred turnaround expense of approximately $1 million for both periods related to planning for this turnaround.
Non-GAAP Reconciliations
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) | $ | 239 | | | $ | (2) | | | $ | 392 | | | $ | (57) | | |
| Net income | | Net income | $ | 168 | | | $ | 239 | | | $ | 427 | | | $ | 392 | |
| Interest expense, net | Interest expense, net | 23 | | | 38 | | | 48 | | | 69 | | Interest expense, net | 16 | | | 23 | | | 32 | | | 48 | |
| Income tax expense (benefit) | 66 | | | (6) | | | 99 | | | (48) | | |
| Income tax expense | | Income tax expense | 44 | | | 66 | | | 101 | | | 99 | |
| Depreciation and amortization | Depreciation and amortization | 73 | | | 72 | | | 140 | | | 138 | | Depreciation and amortization | 72 | | | 73 | | | 141 | | | 140 | |
| EBITDA | EBITDA | 401 | | | 102 | | | 679 | | | 102 | | EBITDA | 300 | | | 401 | | | 701 | | | 679 | |
| Adjustments: | Adjustments: | | Adjustments: | |
| Revaluation of RFS liability | Revaluation of RFS liability | 51 | | | 58 | | | 70 | | | 169 | | Revaluation of RFS liability | 2 | | | 51 | | | (54) | | | 70 | |
| Gain on marketable securities | — | | | (21) | | | — | | | (83) | | |
| Unrealized loss (gain) on derivatives | 21 | | | (37) | | | 15 | | | 7 | | |
| Inventory valuation impacts, favorable | (41) | | | (36) | | | (177) | | | (102) | | |
Call Option Lawsuits settlement (1) | 79 | | | — | | | 79 | | | — | | |
| | Unrealized loss (gain) on derivatives, net | | Unrealized loss (gain) on derivatives, net | 19 | | | 21 | | | (13) | | | 15 | |
| Inventory valuation impacts, unfavorable (favorable) | | Inventory valuation impacts, unfavorable (favorable) | 26 | | | (41) | | | 46 | | | (177) | |
| Call Option Lawsuits settlement | | Call Option Lawsuits settlement | — | | | 79 | | | — | | | 79 | |
| | Adjusted EBITDA | Adjusted EBITDA | $ | 511 | | | $ | 66 | | | $ | 666 | | | $ | 93 | | Adjusted EBITDA | $ | 347 | | | $ | 511 | | | $ | 680 | | | $ | 666 | |
Reconciliation of Basic and Diluted Earnings (Loss) per Share to Adjusted Earnings (Loss) per Share
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Basic and diluted earnings (loss) per share | $ | 1.64 | | | $ | (0.06) | | | $ | 2.57 | | | $ | (0.45) | |
Adjustments: (2) | | | | | | | |
| Revaluation of RFS liability | 0.38 | | | 0.42 | | | 0.52 | | | 1.25 | |
| Gain on marketable securities | — | | | (0.15) | | | — | | | (0.61) | |
| Unrealized loss (gain) on derivatives | 0.16 | | | (0.27) | | | 0.11 | | | 0.05 | |
| Inventory valuation impacts, favorable | (0.31) | | | (0.26) | | | (1.31) | | | (0.75) | |
Call Option Lawsuits settlement (1) | 0.58 | | | — | | | 0.58 | | | — | |
| | | | | | | |
| Adjusted earnings (loss) per share | $ | 2.45 | | | $ | (0.32) | | | $ | 2.47 | | | $ | (0.51) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Basic and diluted earnings per share | $ | 1.29 | | | $ | 1.64 | | | $ | 3.23 | | | $ | 2.57 | |
Adjustments: (1) | | | | | | | |
| Revaluation of RFS liability | 0.01 | | | 0.38 | | | (0.40) | | | 0.52 | |
| | | | | | | |
| Unrealized loss (gain) on derivatives, net | 0.14 | | | 0.16 | | | (0.10) | | | 0.11 | |
| Inventory valuation impacts, unfavorable (favorable) | 0.20 | | | (0.31) | | | 0.35 | | | (1.31) | |
Call Option Lawsuits settlement (2) | — | | | 0.58 | | | — | | | 0.58 | |
| | | | | | | |
| Adjusted earnings per share | $ | 1.64 | | | $ | 2.45 | | | $ | 3.08 | | | $ | 2.47 | |
(1)Refer to Part I, Item 1, Note 12 (“Commitments and Contingencies”) of this Report for further discussion.
(2)Amounts are shown after-tax, using the Company’s marginal tax rate, and are presented on a per share basis using the weighted average shares outstanding for each period.
(2)Refer to Part I, Item 1, Note 12 (“Commitments and Contingencies”) of this Report for further discussion.
Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2022 | | 2021 | | 2022 | | 2021 | |
| (in millions) | | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Net cash provided by operating activities | Net cash provided by operating activities | $ | 390 | | | $ | 147 | | | $ | 712 | | | $ | 243 | | Net cash provided by operating activities | $ | 367 | | | $ | 390 | | | $ | 614 | | | $ | 712 | |
| Less: | Less: | | Less: | |
| Capital expenditures | Capital expenditures | (62) | | | (92) | | | (88) | | | (126) | | Capital expenditures | (55) | | | (62) | | | (100) | | | (88) | |
| Capitalized turnaround expenditures | Capitalized turnaround expenditures | (53) | | | (1) | | | (68) | | | (2) | | Capitalized turnaround expenditures | (42) | | | (53) | | | (50) | | | (68) | |
| Return of equity method investment | | Return of equity method investment | 1 | | | — | | | 20 | | | — | |
| Free cash flow | Free cash flow | $ | 275 | | | $ | 54 | | | $ | 556 | | | $ | 115 | | Free cash flow | $ | 271 | | | $ | 275 | | | $ | 484 | | | $ | 556 | |
Reconciliation of Petroleum Segment Net Income (Loss) to EBITDA and Adjusted EBITDA
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | 2022 | | 2021 | | 2022 | | 2021 |
| Petroleum net income (loss) | $ | 306 | | | $ | (13) | | | $ | 432 | | | $ | (123) | |
| Interest income, net | (5) | | | (5) | | | (11) | | | (8) | |
| | | | | | | |
| Depreciation and amortization | 46 | | | 51 | | | 93 | | | 102 | |
| Petroleum EBITDA | 347 | | | 33 | | | 514 | | | (29) | |
| Adjustments: | | | | | | | |
| Revaluation of RFS liability | 51 | | | 58 | | | 70 | | | 169 | |
| Unrealized loss (gain) on derivatives | 22 | | | (37) | | | 17 | | | 7 | |
Inventory valuation impacts, favorable (1) | (37) | | | (36) | | | (170) | | | (102) | |
| Petroleum Adjusted EBITDA | $ | 383 | | | $ | 18 | | | $ | 431 | | | $ | 45 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Petroleum net income | $ | 194 | | | $ | 306 | | | $ | 453 | | | $ | 432 | |
| Interest income, net | (19) | | | (5) | | | (39) | | | (11) | |
| | | | | | | |
| Depreciation and amortization | 45 | | | 46 | | | 91 | | | 93 | |
| Petroleum EBITDA | 220 | | | 347 | | | 505 | | | 514 | |
| Adjustments: | | | | | | | |
| Revaluation of RFS liability | 2 | | | 51 | | | (54) | | | 70 | |
| Unrealized loss (gain) on derivatives, net | 15 | | | 22 | | | (16) | | | 17 | |
Inventory valuation impacts, unfavorable (favorable) (1) | 21 | | | (37) | | | 33 | | | (170) | |
| Petroleum Adjusted EBITDA | $ | 258 | | | $ | 383 | | | $ | 468 | | | $ | 431 | |
Reconciliation of Petroleum Segment Gross Profit (Loss) to Refining Margin and Refining Margin Adjusted for Inventory Valuation Impact
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Net sales | Net sales | $ | 2,868 | | | $ | 1,648 | | | $ | 5,022 | | | $ | 3,052 | | Net sales | $ | 2,000 | | | $ | 2,868 | | | $ | 3,993 | | | $ | 5,022 | |
| Less: | Less: | | Less: | |
| Cost of materials and other | Cost of materials and other | (2,390) | | | (1,515) | | | (4,247) | | | (2,868) | | Cost of materials and other | (1,667) | | | (2,390) | | | (3,249) | | | (4,247) | |
| Direct operating expenses (exclusive of depreciation and amortization) | Direct operating expenses (exclusive of depreciation and amortization) | (112) | | | (83) | | | (211) | | | (182) | | Direct operating expenses (exclusive of depreciation and amortization) | (100) | | | (112) | | | (204) | | | (211) | |
| Depreciation and amortization | Depreciation and amortization | (46) | | | (51) | | | (93) | | | (102) | | Depreciation and amortization | (45) | | | (46) | | | (91) | | | (93) | |
| Gross profit (loss) | 320 | | | (1) | | | 471 | | | (100) | | |
| Gross profit | | Gross profit | 188 | | | 320 | | | 449 | | | 471 | |
| Add: | Add: | | Add: | |
| Direct operating expenses (exclusive of depreciation and amortization) | Direct operating expenses (exclusive of depreciation and amortization) | 112 | | | 83 | | | 211 | | | 182 | | Direct operating expenses (exclusive of depreciation and amortization) | 100 | | | 112 | | | 204 | | | 211 | |
| Depreciation and amortization | Depreciation and amortization | 46 | | | 51 | | | 93 | | | 102 | | Depreciation and amortization | 45 | | | 46 | | | 91 | | | 93 | |
| Refining margin | Refining margin | 478 | | | 133 | | | 775 | | | 184 | | Refining margin | 333 | | | 478 | | | 744 | | | 775 | |
Inventory valuation impacts, favorable (1) | (37) | | | (36) | | | (170) | | | (102) | | |
Inventory valuation impacts, unfavorable (favorable) (1) | | Inventory valuation impacts, unfavorable (favorable) (1) | 21 | | | (37) | | | 33 | | | (170) | |
| Refining margin, adjusted for inventory valuation impacts | Refining margin, adjusted for inventory valuation impacts | $ | 441 | | | $ | 97 | | | $ | 605 | | | $ | 82 | | Refining margin, adjusted for inventory valuation impacts | $ | 354 | | | $ | 441 | | | $ | 777 | | | $ | 605 | |
(1)The Petroleum Segment’s basis for determining inventory value under GAAP is First-In, First-Out (“FIFO”). Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease.
The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the
accounting period. In order to derive the inventory valuation impact per total throughput barrel, we utilize the total dollar figures for the inventory valuation impact and divide by the number of total throughput barrels for the period.
Reconciliation of Petroleum Segment Total Throughput Barrels
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
| Total throughput barrels per day | Total throughput barrels per day | 201,246 | | | 216,626 | | | 199,306 | | | 201,444 | | Total throughput barrels per day | 201,075 | | | 201,246 | | | 198,797 | | | 199,306 | |
| Days in the period | Days in the period | 91 | | | 91 | | | 181 | | | 181 | | Days in the period | 91 | | | 91 | | | 181 | | | 181 | |
| Total throughput barrels | Total throughput barrels | 18,313,357 | | | 19,712,929 | | | 36,074,355 | | | 36,461,311 | | Total throughput barrels | 18,297,814 | | | 18,313,357 | | | 35,982,294 | | | 36,074,355 | |
Reconciliation of Petroleum Segment Refining Margin per Total Throughput Barrel
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions, except per total throughput barrel) | (in millions, except per total throughput barrel) | 2022 | | 2021 | | 2022 | | 2021 | (in millions, except per total throughput barrel) | 2023 | | 2022 | | 2023 | | 2022 |
| Refining margin | Refining margin | $ | 478 | | | $ | 133 | | | $ | 775 | | | $ | 184 | | Refining margin | $ | 333 | | | $ | 478 | | | $ | 744 | | | $ | 775 | |
| Divided by: total throughput barrels | Divided by: total throughput barrels | 18 | | | 20 | | | 36 | | | 36 | | Divided by: total throughput barrels | 18 | | | 18 | | | 36 | | | 36 | |
| Refining margin per total throughput barrel | Refining margin per total throughput barrel | $ | 26.10 | | | $ | 6.72 | | | $ | 21.50 | | | $ | 5.04 | | Refining margin per total throughput barrel | $ | 18.21 | | | $ | 26.10 | | | $ | 20.68 | | | $ | 21.50 | |
Reconciliation of Petroleum Segment Refining Margin Adjusted for Inventory Valuation Impact per Total Throughput Barrel
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions, except per total throughput barrel) | (in millions, except per total throughput barrel) | 2022 | | 2021 | | 2022 | | 2021 | (in millions, except per total throughput barrel) | 2023 | | 2022 | | 2023 | | 2022 |
| Refining margin, adjusted for inventory valuation impact | Refining margin, adjusted for inventory valuation impact | $ | 441 | | | $ | 97 | | | $ | 605 | | | $ | 82 | | Refining margin, adjusted for inventory valuation impact | $ | 354 | | | $ | 441 | | | $ | 777 | | | $ | 605 | |
| Divided by: total throughput barrels | Divided by: total throughput barrels | 18 | | | 20 | | | 36 | | | 36 | | Divided by: total throughput barrels | 18 | | | 18 | | | 36 | | | 36 | |
| Refining margin adjusted for inventory valuation impact per total throughput barrel | Refining margin adjusted for inventory valuation impact per total throughput barrel | $ | 24.08 | | | $ | 4.92 | | | $ | 16.77 | | | $ | 2.25 | | Refining margin adjusted for inventory valuation impact per total throughput barrel | $ | 19.38 | | | $ | 24.08 | | | $ | 21.61 | | | $ | 16.77 | |
Reconciliation of Petroleum Segment Direct Operating Expenses per Total Throughput Barrel
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions, except per total throughput barrel) | (in millions, except per total throughput barrel) | 2022 | | 2021 | | 2022 | | 2021 | (in millions, except per total throughput barrel) | 2023 | | 2022 | | 2023 | | 2022 |
| Direct operating expenses (exclusive of depreciation and amortization) | Direct operating expenses (exclusive of depreciation and amortization) | $ | 112 | | | $ | 83 | | | $ | 211 | | | $ | 182 | | Direct operating expenses (exclusive of depreciation and amortization) | $ | 100 | | | $ | 112 | | | $ | 204 | | | $ | 211 | |
| Divided by: total throughput barrels | Divided by: total throughput barrels | 18 | | | 20 | | | 36 | | | 36 | | Divided by: total throughput barrels | 18 | | | 18 | | | 36 | | | 36 | |
| Direct operating expenses per total throughput barrel | Direct operating expenses per total throughput barrel | $ | 6.12 | | | $ | 4.23 | | | $ | 5.85 | | | $ | 4.99 | | Direct operating expenses per total throughput barrel | $ | 5.46 | | | $ | 6.12 | | | $ | 5.68 | | | $ | 5.85 | |
Reconciliation of Nitrogen Fertilizer Segment Net Income (Loss) to EBITDA and Adjusted EBITDA
| | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | (in millions) | 2023 | | 2022 | | 2023 | | 2022 |
| Nitrogen Fertilizer net income (loss) | $ | 118 | | | $ | 7 | | | $ | 211 | | | $ | (18) | | |
| Nitrogen Fertilizer net income | | Nitrogen Fertilizer net income | $ | 60 | | | $ | 118 | | | $ | 162 | | | $ | 211 | |
| Interest expense, net | Interest expense, net | 8 | | | 23 | | | 18 | | | 39 | | Interest expense, net | 7 | | | 8 | | | 14 | | | 18 | |
| | Depreciation and amortization | Depreciation and amortization | 21 | | | 21 | | | 42 | | | 35 | | Depreciation and amortization | 20 | | | 21 | | | 35 | | | 42 | |
| Nitrogen Fertilizer EBITDA and Adjusted EBITDA | Nitrogen Fertilizer EBITDA and Adjusted EBITDA | $ | 147 | | | $ | 51 | | | $ | 271 | | | $ | 56 | | Nitrogen Fertilizer EBITDA and Adjusted EBITDA | $ | 87 | | | $ | 147 | | | $ | 211 | | | $ | 271 | |
|
Reconciliation of Total Debt and Net Debt and Finance Lease Obligations to EBITDA Exclusive of Nitrogen Fertilizer
| | | | | |
| |
| (in millions) | Twelve Months Ended June 30, 20222023 |
Total debt and finance lease obligations (1) | $ | 1,5941,591 | |
Less: | |
Less: Nitrogen Fertilizer debt and finance lease obligations (1) | $ | 547 | |
| Total debt and finance lease obligations exclusive of Nitrogen Fertilizer | 1,0471,044 | |
| |
| EBITDA exclusive of Nitrogen Fertilizer | $ | 611852 | |
| |
| Total debt and finance lease obligations to EBITDA exclusive of Nitrogen Fertilizer | 1.711.23 | |
| |
| Consolidated cash and cash equivalents | $ | 893751 | |
Less:Less
| |
| : Nitrogen Fertilizer cash and cash equivalents | 15669 | |
| Cash and cash equivalents exclusive of Nitrogen Fertilizer | 737682 | |
| |
Net debt and finance lease obligations exclusive of Nitrogen Fertilizer (2) | $ | 310362 | |
| |
Net debt and finance lease obligations to EBITDA exclusive of Nitrogen Fertilizer (2) | 0.51$ | 0.42 | |
(1)Amounts are shown inclusive of the current portion of long-term debt and finance lease obligations.
(2)Net debt represents total debt and finance lease obligations exclusive of cash and cash equivalents.
| | | Three Months Ended | | Twelve Months Ended June 30, 2022 | | Three Months Ended | | Twelve Months Ended June 30, 2023 (1) |
| (in millions) | (in millions) | | September 30, 2021 | | December 31, 2021 | | March 31, 2022 | | June 30, 2022 | | (in millions) | | September 30, 2022 | | December 31, 2022 | | March 31, 2023 | | June 30, 2023 | |
| Consolidated | Consolidated | | | | | | | | | | | Consolidated | | | | | | | | | | |
| Net income | Net income | | $ | 106 | | | $ | 25 | | | $ | 153 | | | $ | 239 | | | $ | 523 | | Net income | | $ | 80 | | | $ | 172 | | | $ | 259 | | | $ | 168 | | | $ | 679 | |
| Interest expense, net | Interest expense, net | | 23 | | | 24 | | | 24 | | | 23 | | | 94 | | Interest expense, net | | 19 | | | 18 | | | 18 | | | 16 | | | 71 | |
| Income tax expense (benefit) | | 47 | | | (7) | | | 34 | | | 66 | | | 140 | | |
| Income tax expense | | Income tax expense | | 7 | | | 50 | | | 56 | | | 44 | | | 157 | |
| Depreciation and amortization | Depreciation and amortization | | 67 | | | 74 | | | 67 | | | 73 | | | 281 | | Depreciation and amortization | | 75 | | | 73 | | | 68 | | | 72 | | | 288 | |
| EBITDA | EBITDA | | $ | 243 | | | $ | 116 | | | $ | 278 | | | $ | 401 | | | $ | 1,038 | | EBITDA | | 181 | | | 313 | | | 401 | | | 300 | | | 1,195 | |
| | Nitrogen Fertilizer | Nitrogen Fertilizer | | Nitrogen Fertilizer | |
| Net income | | $ | 35 | | | $ | 61 | | | $ | 94 | | | $ | 118 | | | $ | 308 | | |
| Net income (loss) | | Net income (loss) | | (20) | | | 95 | | | 102 | | | 60 | | | 237 | |
| Interest expense, net | Interest expense, net | | 11 | | | 11 | | | 10 | | | 8 | | | 40 | | Interest expense, net | | 8 | | | 8 | | | 7 | | | 7 | | | 30 | |
| | Depreciation and amortization | Depreciation and amortization | | 18 | | | 21 | | | 19 | | | 21 | | | 79 | | Depreciation and amortization | | 22 | | | 19 | | | 15 | | | 20 | | | 76 | |
| EBITDA | EBITDA | | $ | 64 | | | $ | 93 | | | $ | 123 | | | $ | 147 | | | $ | 427 | | EBITDA | | 10 | | | 122 | | | 124 | | | 87 | | | 343 | |
| | EBITDA exclusive of Nitrogen Fertilizer | EBITDA exclusive of Nitrogen Fertilizer | | $ | 179 | | | $ | 23 | | | $ | 155 | | | $ | 254 | | | $ | 611 | | EBITDA exclusive of Nitrogen Fertilizer | | $ | 171 | | | $ | 191 | | | $ | 277 | | | $ | 213 | | | $ | 852 | |
(1) Due to rounding, numbers within this table may not add or equal to totals presented.
Liquidity and Capital Resources
Our principal source of liquidity has historically been cash from operations. Our principal uses of cash are for working capital, capital expenditures, funding our debt service obligations, and paying dividends to our stockholders, as further discussed below.
Following the significant declines in demand and pricing for crude oil and refined products in 2020 due to the COVID-19 pandemic, marketMarket conditions improved steadily throughout 2021 and into 2022 as mobility increased amiddemand for refined products returned to pre-COVID levels and the spreadsupply impacts of vaccinations and general easing of restrictions related to COVID-19. As refined product demand rebounded toward pre-COVID-19 levels, the permanent loss of refined product supply due to refinery closures in 2020 led to a tightening of supplythe U.S. and globally kept inventories of refined products that,at or below 5-year average levels. The Russian invasion of Ukraine in conjunction with the increase in demand, led to an increase in prices. In the first quarter of 2022, following the Russian invasion of Ukraine, crude oil and refined product prices increased further and have been volatile over concerns of a reduction in global supply of theserefined products duewhich, along with a significant increase in the price of European natural gas in 2022 led to a substantial increase in diesel crack spreads. Following a mild winter in the U.S. and Europe, natural gas prices have since declined and the sanctions placed on Russian exports byof refined products have not made a notable impact to global supply of refined products. As a result, diesel crack spreads have declined in the first half of 2023, although crack spreads remain above 5-year average levels. Gasoline crack spreads have been more resilient in the first six months of 2023, in part due to heavy planned maintenance across the U.S. refining system and numerous other countries.persistent strong demand that has driven continued tightness in the market for refined products. Despite the extreme volatility in commodity pricing, the increase in refined product pricing during 2021 and intosince the beginning of 2022 has had a favorable impact on our business and has not significantly impacted our primary source of liquidity.
While we believe demand for crude oil and refined products has nearly returned to pre-COVID-19 levels and commodity prices have rebounded,stabilized, there is still uncertainty on the horizon due to the potential for recession driven demand destruction and any potential resolution of the Russia-Ukraine conflict. We continue to maintain our focus on safe and reliable operations, maintain an appropriate level of cash to fund ongoing operations, and protect our balance sheet. As a result of these improving factors, the Board elected to declare a $0.40$0.50 per share quarterly cash dividend and a $1.00 per share special dividend for the second quarter of 2022 and a special cash dividend of $2.60.2023. This decision supports the Company’s continued focus on financial discipline through a balanced approach of evaluation of strategic investment opportunities and stockholder distributionsdividends while maintaining adequate capital requirements for ongoing operations throughout the uncertain environment.environment of uncertainty. The Board will continue to evaluate the economic environment, the Company’s cash needs, optimal uses of cash, and other applicable factors, and may elect to make additional changes to the Company’s dividend (if any) in future periods. Additionally, in executing financial discipline, we have successfully implemented and are maintaining the following measures:
•DeferredFocused on increasing cash balances to minimize impact on liquidity from potential growing obligations as a result of government actions including the majority of our growth capital spending, withFederal Reserve Board raising interest rates and the exception of the RDU project and construction of the pre-treatment unit at the Wynnewood Refinery;EPA unlawfully denying SREs;
•Focused refining maintenance capital expenditures to only include those projects which are a priority to support continuing safe and reliable operations, or which we consider required to support future activities;
•Focused future capital allocation to high-return assets and opportunities that advance participation in the energy industry transformation;
•Continued to focus on disciplined management of operational and general and administrative cost reductions; and
���•For the Petroleum Segment, deferred the Wynnewoodturnaround at the Coffeyville Refinery turnaround from the spring of 2021 to the spring of 2022 and deferring the refinery in Coffeyville, Kansas (the “Coffeyville Refinery”) turnaround from fall of 2021 to spring of 2023; and
•For the Nitrogen Fertilizer Segment, took advantage of downtime to perform maintenance activities, which enabled us to defer the East Dubuque Fertilizer Facility turnaround from 2021 to 2022.2023.
When considering the market conditions and actions outlined above, we currently believe that our cash from operations and existing cash and cash equivalents, along with borrowings, 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, the costs associated with complying with the Renewable Fuel Standard’s outcome of litigation and other factors. Additionally, our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future operational performance, which is subject to 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.
On February 22, 2022, CVR Partners redeemed the remaining $65 million in aggregate principal amount of its 2023 UAN Notes at par, plus accrued and unpaid interest. This transaction represents a significant and favorable change in CVR Partners’ cash flow and liquidity position, with annual savings of approximately $6 million in future interest expense. On June 30, 2022, CVR Refining and certain of its subsidiaries entered into Amendment No. 3 to the Amended and Restated ABL Credit
Agreement, (as amended, the “Petroleum ABL”). The Petroleum ABL is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $275 million and a maturity date of June 30, 2027. Refer to Part I, Item 1, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of this Report for further discussion. The Company and its subsidiaries were in compliance with all applicable covenants under their respective debt instruments as of June 30, 2022,2023, 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 Balances and Other Liquidity
As of June 30, 2022,2023, we had total liquidity of approximately $1.2 billion, which consisted$1,041 million, consisting of consolidated cash and cash equivalents of $893$751 million, $246which includes $20 million of dividends received from the equity method investment in CVRP JV, $255 million available under the Petroleum ABL, and $35 million available under the Asset Based Credit Agreement (the “Nitrogen Fertilizer ABL”). As of December 31, 2021,2022, we had $510 million in cash and cash equivalents.
| | | | | | | | | | | |
| (in millions) | June 30, 2022 | | December 31, 2021 |
| CVR Partners: | | | |
9.25% Senior Secured Notes, due June 2023 (1) | $ | — | | | $ | 65 | |
| 6.125% Senior Secured Notes, due June 2028 | 550 | | | 550 | |
| Unamortized discount and debt issuance costs | (3) | | | (4) | |
| Total CVR Partners debt | $ | 547 | | | $ | 611 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| CVR Energy: | | | |
| 5.25% Senior Notes, due February 2025 | $ | 600 | | | $ | 600 | |
| 5.75% Senior Notes, due February 2028 | 400 | | | 400 | |
| Unamortized debt issuance costs | (4) | | | (5) | |
| Total CVR Energy debt | $ | 996 | | | $ | 995 | |
| Total long-term debt | $ | 1,543 | | | $ | 1,606 | |
| | | |
| | | |
(1)The $65 million outstanding balanceLong-term debt consisted of the 2023 UAN Notes was paid in full on February 22, 2022 at par, plus accrued and unpaid interest.following:
| | | | | | | | | | | |
| (in millions) | June 30, 2023 | | December 31, 2022 |
| CVR Partners: | | | |
| 6.125% Senior Secured Notes, due June 2028 | $ | 550 | | | $ | 550 | |
| Unamortized discount and debt issuance costs | (3) | | | (3) | |
| Total CVR Partners debt | 547 | | | 547 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| CVR Energy: | | | |
| 5.25% Senior Notes, due February 2025 | 600 | | | 600 | |
| 5.75% Senior Notes, due February 2028 | 400 | | | 400 | |
| Unamortized debt issuance costs | (3) | | | (4) | |
| Total CVR Energy debt | 997 | | | 996 | |
| Total long-term debt | $ | 1,544 | | | $ | 1,543 | |
| | | |
| | | |
CVR Partners
As of June 30, 2022,2023, the Nitrogen Fertilizer Segment has the 6.125% Senior Secured Notes, due June 2028 (the “2028 UAN Notes”) and the Nitrogen Fertilizer ABL, the proceeds of which may be used to fund working capital, capital expenditures, and for other general corporate purposes. Refer to Part I,II, Item 1,8, Note 86 (“Long-Term Debt and Finance Lease Obligations”) of this Report and Part II, Item 8, Note 6 (“Long-Term Debt”) of our 20212022 Form 10-K for further discussion.
CVR Refining
OnAs of June 30, 2022, CVR Refining amended its2023, the Petroleum Segment has the Petroleum ABL, which provides an aggregate principal amount of up to $275 million, the proceeds of which may be used to fund working capital, capital expenditures, and for other general corporate purposes. Refer to Part I,II, Item 1,8, Note 86 (“Long-Term Debt and Finance Lease Obligations”) of this Report and Part II, Item 8, Note 6 (“Long-Term Debt”) of our 20212022 Form 10-K for further discussion.
CVR Energy
As of June 30, 2022,2023, CVR Energy has the 5.25% Senior Notes, due 2025 (the “2025 Notes”) and the 5.75% Senior Notes, due 2028 (the “2028 Notes” and together with the 2025 Notes, the “Notes”), the net proceeds of which may be used for general corporate purposes, which may include funding acquisitions, capital projects, and/or share repurchases or other distributions to our stockholders. Refer to Part II, Item 8, Note 6 (“Long-Term Debt”Debt and Finance Lease Obligations”) of our 20212022 Form 10-K for further discussion.
Capital Spending
We divide capital spending needs into two categories: maintenance and growth. 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.
In December 2020, our Board approved the renewable diesel project at our Wynnewood Refinery, to convert the refinery’s hydrocracker to a RDU capable
Our total capital expenditures for the six months ended June 30, 2022,2023, along with our estimated expenditures for 2022,2023, by segment, are as follows:
| | | Six Months Ended
June 30, 2022 Actual | | 2022 Estimate (1) | | Six Months Ended
June 30, 2023 Actual | | 2023 Estimate |
| | Maintenance | Growth | Total | | Maintenance | Growth | Total |
| (in millions) | Maintenance | Growth | Total | | Low | High | Low | High | Low | High | |
(in millions) | | (in millions) | Maintenance | Growth | Total | | Low | High | Low | High | Low | High |
| Petroleum | Petroleum | $ | 37 | | $ | 1 | | $ | 38 | | | $ | 85 | | $ | 95 | | $ | 4 | | $ | 8 | | $ | 89 | | $ | 103 | | Petroleum | $ | 50 | | $ | 3 | | $ | 53 | | | $ | 89 | | $ | 98 | | $ | 22 | | $ | 25 | | $ | 111 | | $ | 123 | |
Renewables (2)(1) | Renewables (2)(1) | — | | 38 | | 38 | | | — | | — | | 56 | | 66 | | 56 | | 66 | | Renewables (2)(1) | — | | 31 | | 31 | | | 2 | | 3 | | 47 | | 55 | | 49 | | 58 | |
| Nitrogen Fertilizer | Nitrogen Fertilizer | 13 | | 1 | | 14 | | | 43 | | 45 | | 1 | | 2 | | 44 | | 47 | | Nitrogen Fertilizer | 9 | | 1 | | 10 | | | 31 | | 32 | | 2 | | 3 | | 33 | | 35 | |
| Other | Other | 1 | | — | | 1 | | | 6 | | 8 | | — | | — | | 6 | | 8 | | Other | 3 | | — | | 3 | | | 7 | | 9 | | — | | — | | 7 | | 9 | |
| Total | Total | $ | 51 | | $ | 40 | | $ | 91 | | | $ | 134 | | $ | 148 | | $ | 61 | | $ | 76 | | $ | 195 | | $ | 224 | | Total | $ | 62 | | $ | 35 | | $ | 97 | | | $ | 129 | | $ | 142 | | $ | 71 | | $ | 83 | | $ | 200 | | $ | 225 | |
(1)Total 2022 estimated capitalized costs include approximately $1 million of growth related projects that will require additional approvals before commencement.
(2)Renewables reflects spending on the Wynnewood Refinery RDURefinery’s renewable feedstock pretreater project. Upon completion and meeting of certain criteria under accounting rules, Renewables is expected to be a new reportable segment. As of June 30, 2022,2023, Renewables does not the meet the definition of a reportable segment as defined under Accounting Standards Codification Topic 280.
Our estimated capital expenditures are subject to change due to unanticipated changes in the cost, scope, and completion time for capital projects. For example, we may experience unexpected changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the refineries or nitrogen fertilizer facilities. We may also accelerate or defer some capital expenditures from time to time. Capital spending for CVR Partners is determined by the board of directors of its general partner (the “UAN GP Board”). We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans.
The Petroleum Segment began a major scheduledSegment’s planned turnaround at the Coffeyville Refinery commenced in February 2023 and was completed in mid-April 2023. For the three and six months ended June 30, 2023 and 2022, total capitalized expenditures related to the Coffeyville Refinery turnaround were $10 million and $50 million, respectively, and $1 million and $2 million, respectively. The planned turnaround at the Wynnewood Refinery commenced in late February 2022 thatand was completed in early April 2022. Total capitalized expenditures forFor the three and six months ended June 30, 2022, and 2021total capitalized expenditures related to the Wynnewood Refinery turnaround were $4 million and $67 million, respectively, and less than $1 million and $1 million, respectively. The Petroleum Segment’s next planned turnaround at the CoffeyvilleWynnewood Refinery is currently expected to start in the spring of 2023.2024 at an estimated cost of $40 million. For the three and six months ended June 30, 2022,2023, we capitalized $1 million and $2 million, respectively,for both periods related to the pre-planning activities.activities for this turnaround.
The Nitrogen Fertilizer SegmentSegment’s planned turnaround at the Coffeyville Fertilizer Facility commenced in July 2022 and is expected to bewas completed in early to mid-August 2022, with an estimated cost of $12 to $15 million.2022. The next planned turnaround at the East Dubuque Fertilizer Facility is expected to commence duringcommenced in August 2022 with an estimated cost of $19 to $21 million.and was completed in mid-September 2022. For the three and six months ended June 30, 2022, we incurred turnaround expense of less than $1 million for both periods related to the Coffeyville Fertilizer Facility’s turnaround and approximately $1 million for both periods related to the East Dubuque Fertilizer Facility’s turnaround. The Nitrogen Fertilizer Segment’s next planned turnarounds are currently scheduled to take place in 2025 and 2026 for the Coffeyville Fertilizer Facility and the East Dubuque Fertilizer Facility, respectively. For the three and six months ended June 30, 2023, we incurred less than $1 million in turnaround expense for both periods related to planning for the Coffeyville Fertilizer Facility’s expected turnaround and approximately $1 milliona nominal amount in turnaround expense for both periods related to planning for the East Dubuque Fertilizer Facility’s expected turnaround. We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans.
Dividends to CVR Energy Stockholders
Dividends, if any, including the payment, amount and timing thereof, are determined inat the discretion of our Board. IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date. The following tables present quarterly and special dividends
Company based on the number of shares held at each record date. The following table presents dividends paid to the Company’s stockholders, including IEP, during 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding).:
| | | | Dividends Paid (in millions) | | Quarterly Dividends Paid (in millions) |
| Related Period | Related Period | | Date Paid | | Dividend Per Share | | Stockholders | | IEP | | Total | Related Period | | Date Paid | | Quarterly Dividends
Per Share | | Public Stockholders | | IEP | | Total |
| 2022 - 1st Quarter | | May 23, 2022 | | $ | 0.40 | | | $ | 12 | | | $ | 28 | | | $ | 40 | | |
| 2022 - 4th Quarter | | 2022 - 4th Quarter | | March 13, 2023 | | $ | 0.50 | | | $ | 15 | | | $ | 36 | | | $ | 50 | |
| 2023 - 1st Quarter | | 2023 - 1st Quarter | | May 22, 2023 | | 0.50 | | | 15 | | | 36 | | | 50 | |
| | | Total 2023 quarterly dividends | | Total 2023 quarterly dividends | | $ | 1.00 | | | $ | 29 | | | $ | 71 | | | $ | 101 | |
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| | | | | | Quarterly Dividends Paid (in millions) |
| Related Period | | Date Paid | | Quarterly Dividend
Per Share | | Public Stockholders | | IEP | | Total |
| | | | | | | | | | |
| 2022 - 1st Quarter | | May 23, 2022 | | $ | 0.40 | | | $ | 12 | | | $ | 28 | | | $ | 40 | |
| 2022 - 2nd Quarter | | August 22, 2022 | | 0.40 | | | 12 | | | 28 | | | 40 | |
| 2022 - 3rd Quarter | | November 21, 2022 | | 0.40 | | | 12 | | | 28 | | | 40 | |
| Total 2022 quarterly dividends | | $ | 1.20 | | | $ | 35 | | | $ | 85 | | | $ | 121 | |
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| | | | | | Special Dividends Paid (in millions) |
| Related Period | | Date Paid | | Special Dividends
Per Share | | Public Stockholders | | IEP | | Total |
| 2022 - 2nd Quarter | | August 22, 2022 | | $ | 2.60 | | | $ | 76 | | | $ | 185 | | | $ | 261 | |
| 2022 - 3rd Quarter | | November 21, 2022 | | 1.00 | | | 29 | | | 71 | | | 101 | |
| Total 2022 special dividends | | $ | 3.60 | | | $ | 106 | | | $ | 256 | | | $ | 362 | |
No quarterly dividends were paid during the first quarter of 2022 related to the fourth quarter of 2021, and there were no quarterly dividends declared or paid during 2021 related to the first, second, and third quarters of 2021 and fourth quarter of 2020.
On May 26, 2021, the Company announced a special dividend of approximately $492 million, or equivalent to $4.89 per share of the Company’s common stock, to be paid in a combination of cash (the “Cash Distribution”) and the common stock of Delek held by the Company (the “Stock Distribution”). On June 10, 2021, the Company distributed an aggregate amount of approximately $241 million, or $2.40 per share of the Company’s common stock, pursuant to the Cash Distribution, and approximately 10,539,880 shares of Delek common stock, which represented approximately 14.3% of the outstanding shares of Delek common stock, pursuant to the Stock Distribution. IEP received approximately 7,464,652 shares of common stock of Delek and $171 million in cash. The Stock Distribution was recorded as a reduction to equity through a derecognition of our investment in Delek, and the Company recognized a gain of $112 million from the initial investment in Delek through the date of the Stock Distribution.2021.
For the second quarter of 2022,2023, the Company, upon approval by the Company’s Board of Directors on August 1, 2022,July 31, 2023, declared a cash dividend of $0.40$0.50 per share, or $40$50 million, which is payable August 22, 202221, 2023 to shareholders of record as of August 12, 2022.14, 2023. Of this amount, IEP will receive $28$36 million due to its ownership interest in the Company’s shares.
In addition, the Company, upon approval by the Board on August 1, 2022,July 31, 2023, declared a special dividend of $2.60$1.00 per share, or $261$101 million, which is payable August 22, 202221, 2023 to shareholders of record as of August 12, 2022.14, 2023. Of this amount, IEP will receive $185$71 million due to its ownership interest in the Company’s shares.
Distributions to CVR Partners’ Unitholders
Distributions, if any, including the payment, amount and timing thereof, and UAN GP Board’s distribution policy, including the definition of Available Cash, are subject to change at the discretion of the UAN GP Board. The following table presentstables present quarterly distributions paid by CVR Partners to itsCVR Partners’ unitholders, including amounts received by the Company, during 20222023 and 20212022 (amounts presented in tables below may not add to totals presented due to rounding).:
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| | | | | | Distributions Paid (in millions) |
| Related Period | | Date Paid | | Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2021 - 4th Quarter | | March 14, 2022 | | $ | 5.24 | | | $ | 36 | | | $ | 20 | | | $ | 56 | |
| 2022 - 1st Quarter | | May 23, 2022 | | 2.26 | | | 15 | | | 9 | | | 24 | |
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| Total 2022 distributions | | $ | 7.50 | | | $ | 51 | | | $ | 29 | | | $ | 80 | |
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| | | | | | Distributions Paid (in millions) |
| Related Period | | Date Paid | | Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2021 - 2nd Quarter | | August 23, 2021 | | $ | 1.72 | | | $ | 11 | | | $ | 7 | | | $ | 18 | |
| 2021 - 3rd Quarter | | November 22, 2021 | | 2.93 | | | 20 | | | 11 | | | 31 | |
| Total 2021 distributions | | $ | 4.65 | | | $ | 31 | | | $ | 18 | | | $ | 50 | |
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| | | | | | Quarterly Distributions Paid (in millions) |
| Related Period | | Date Paid | | Quarterly Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2022 - 4th Quarter | | March 13, 2023 | | $ | 10.50 | | | $ | 70 | | | $ | 41 | | | $ | 111 | |
| 2023 - 1st Quarter | | May 22, 2023 | | 10.43 | | | 70 | | | 41 | | | 110 | |
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| Total 2023 quarterly distributions | | $ | 20.93 | | | $ | 140 | | | $ | 81 | | | $ | 221 | |
There were no distributions declared or paid by CVR Partners related to the first quarter of 2021 and fourth quarter of 2020.
For the second quarter of 2022, CVR Partners, upon approval by the UAN GP Board on August 1, 2022, declared a distribution of $10.05 per common unit, or $106 million, which is payable August 22, 2022 to unitholders of record as of
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| | | | | | Quarterly Distributions Paid (in millions) |
| Related Period | | Date Paid | | Quarterly Distributions
Per Common Unit | | Public
Unitholders | | CVR Energy | | Total |
| 2021 - 4th Quarter | | March 14, 2022 | | $ | 5.24 | | | $ | 36 | | | $ | 20 | | | $ | 56 | |
| 2022 - 1st Quarter | | May 23, 2022 | | 2.26 | | | 15 | | | 9 | | | 24 | |
| 2022 - 2nd Quarter | | August 22, 2022 | | 10.05 | | | 67 | | | 39 | | | 106 | |
| 2022 - 3rd Quarter | | November 21, 2022 | | 1.77 | | | 12 | | | 7 | | | 19 | |
| Total 2022 quarterly distributions | | $ | 19.32 | | | $ | 130 | | | $ | 75 | | | $ | 205 | |
For the second quarter of 2023, CVR Partners, upon approval by the UAN GP Board on July 31, 2023, declared a distribution of $4.14 per common unit, or $44 million, which is payable August 12, 2022.21, 2023 to unitholders of record as of August 14, 2023. Of this amount, CVR Energy will receive approximately $39$16 million, with the remaining amount payable to public unitholders.
Capital Structure
On October 23, 2019, the Board authorized a stock repurchase program (the “Stock Repurchase Program”). The Stock Repurchase Program would enable the Company to repurchase up to $300 million of the Company’s common stock. Repurchases under the Stock Repurchase Program may be made from time-to-time through open market transactions, block trades, privately negotiated transactions or otherwise in accordance with applicable securities laws. The timing, price and amount of repurchases (if any) will be made at the discretion of management and are subject to market conditions as well as corporate, regulatory, debt maintenance and other considerations. While the Stock Repurchase Program currently has a duration of four years, it does not obligate the Company to acquire any stock and may be terminated by the Board at any time. As of June 30, 2022,2023, the Company has not repurchased any of the Company’s common stock under the Stock Repurchase Program.
On May 6, 2020, CVR Partners announced that the UAN GP Board, on behalf of CVR Partners, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021. The Unit Repurchase Program, as increased, authorized CVR Partners to repurchase up to $20 million of the CVR Partners’sPartners’ common units. During the three and six months ended June 30, 2023 and the three months ended June 30, 2022, and 2021, CVR Partners did not repurchase any common units. During the six months ended June 30, 2022, and 2021, CVR Partners repurchased 111,695 and 24,378 common units respectively, on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $12 million, and $1 million, respectively, exclusive of transaction costs, or an average price of $110.98 and $21.69 per common unit, respectively.unit. As of June 30, 2022,2023, CVR Partners, considering all repurchases made since inception of the Unit Repurchase Program, had a nominal authorized amount in authority remaining under the Unit Repurchase Program. This Unit Repurchase Program does not obligate CVR Partners to repurchaseacquire any common units and may be cancelled or terminated by the UAN GP Board at any time.
Cash Flows
The following table sets forth our consolidated cash flows for the periods indicated below:
| | | Six Months Ended June 30, | | Six Months Ended June 30, |
| (in millions) | (in millions) | 2022 | | 2021 | | Change | (in millions) | 2023 | | 2022 | | Change |
| Net cash provided by (used in): | Net cash provided by (used in): | | | | | | Net cash provided by (used in): | | | | | |
| Operating activities | Operating activities | $ | 712 | | | $ | 243 | | | $ | 469 | | Operating activities | $ | 614 | | | $ | 712 | | | $ | (98) | |
| Investing activities | Investing activities | (156) | | | (141) | | | (15) | | Investing activities | (130) | | | (156) | | | 26 | |
| Financing activities | Financing activities | (173) | | | (250) | | | 77 | | Financing activities | (243) | | | (173) | | | (70) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 383 | | | $ | (148) | | | $ | 531 | | |
| Net increase in cash, cash equivalents and restricted cash | | Net increase in cash, cash equivalents and restricted cash | $ | 241 | | | $ | 383 | | | $ | (142) | |
Operating Activities
The change in net cash provided by operating activities for the six months ended June 30, 2022, as2023 compared to the six months ended June 30, 2021,2022 was driven primarily due to a $577 million increase in EBITDA during 2022 as a result of stronger operations and a $16 million increase in non-cash share based compensation which is due to higher market prices for CVR Partners’ units and CVR Energy’s shares in 2022 compared to 2021. This is partially offset by a decrease in working capital of $166$114 million primarily associatedattributed to decreases in accounts receivable and inventory partially offset with the increasesdecreases in our openaccounts payable and accrued liabilities. This variance was partially
offset by a $35 million increase in net income during 2023 as a result of commodity price fluctuations, a litigation accrual recorded in 2022 and decreases in RFS position.compliance and utility costs, as well as an increase in income taxes of $38 million due to fluctuations in pretax earnings.
Investing Activities
The change in net cash used in investing activities for the six months ended June 30, 2022, as2023 compared to the six months ended June 30, 2021,2022 was primarily due to an increasedistributions from the CVR Partners’ equity method investment of $20 million associated with the 45Q Transaction, and a decrease in our turnaround expenditures of $66$18 million in 20222023 compared to 2021 and a reduction2022 related to the planned turnaround at the Wynnewood Refinery completed in the proceeds from the sale of assets of $6 million. These are2022. This was partially offset by a reductionan increase in capital expenditures of $38$12 million and a $20 million acquisition of pipeline assets in 2021 with no correspondingresulting from fixed asset purchases in 2022.additions.
Financing Activities
The change in net cash used for financing activities for the six months ended June 30, 2022, as2023 compared to the net cash providedused in financing activities for the six months ended June 30, 2021,2022 was primarily due to a reduction of $201 millionan increase in dividends paid to CVR Partners noncontrolling interest holders and CVR Energy stockholders of $89 million and $61 million, respectively, during 20222023 compared to 2021. This is partially offset by a change2022, and changes of $63$65 million infrom the redemption of the remaining balance of the 2023 UAN Notes in 2022 and 6.5% UAN Notes due April 2021 in 2021, a distribution of $51$12 million paid by CVR Partners during 2022 with no distributions in 2021, and an $11 million increase infrom unit repurchases of CVR Partners’ common unitunits in 2022, compared to 2021. Additionally,with no corresponding amounts in June 2021, CVR Partners completed a private offering of $550 million aggregate principal amount of the 2028 UAN Notes and used the proceeds, plus cash on hand, to redeem a portion of the 2023 UAN Notes.2023.
Critical Accounting Estimates
Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our 20212022 Form 10-K. No modifications have been made during the three and six months ended June 30, 20222023 to these estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks as of and for the three and six months ended June 30, 2022,2023, as compared to the risks discussed in Part II, Item 7A of our 20212022 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company has evaluated, under the direction and with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2022.2023.
Changes in Internal Control Over Financial Reporting
There have been no material changes in our internal controls over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended June 30, 20222023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1, Note 12 (“Commitments and Contingencies”) to Part I, Item 1 of this Report, which is incorporated by reference into this Part II, Item 1, for a description of certain litigation, legal, and administrative proceedings and environmental matters.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 20212022 Form 10-K, which risk factors could be affected by the potential effects of the Russia-Ukraine conflict.10-K. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition, and/or results of operations.
Item 5. Other Information
None.During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits | | | | | | | | |
| INDEX TO EXHIBITS |
| Exhibit Number | | Exhibit Description |
4.1** | | Supplemental Indenture, dated as of April 12, 2022, among CVR Renewables, LLC, CVR Energy, Inc., the existing guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed on May 3, 2022). |
4.2** | | |
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10.1**Õ
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10.2** | | |
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10.3**10.1*+ | | |
10.4** | | Amendment No. 3 to Amended and Restated ABL CreditCrude Oil Supply Agreement, dated June 30, 2022,28, 2023, by and amongbetween Gunvor USA LLC and CVR Refining, LP and certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent and collateral agent and the group of lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 1, 2022). |
10.5* | | |
10.6*Õ
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| 31.1* | | |
| 31.2* | | |
| 31.3* | | |
| 32.1† | | |
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| 101* | | The following financial information for CVR Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20222023 formatted Inline XBRL (“Extensible Business Reporting Language”) includes: (i) Condensed Consolidated Balance Sheets (unaudited), (ii) Condensed Consolidated Statements of Operations (unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) Condensed Consolidated Statement of Changes in Equity (unaudited), (v) Condensed Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Condensed Consolidated Financial Statements (unaudited), tagged in detail. |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Previously filed.
† Furnished herewith.
+ Denotes management contract or compensatory plan or arrangement.
Õ The exhibits and schedulesCertain portions of this exhibit have been omittedredacted pursuant to Item 601(a)(5)601(b)(10)(iv) of Regulation S-K and will be providedS-K. The Company agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange CommissionSEC upon request.
PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company, its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of
the respective agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company, its business or operations on the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | CVR Energy, Inc. |
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August 2, 20221, 2023 | | By: | /s/ Dane J. Neumann |
| | | Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary |
| | | (Principal Financial Officer) |
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August 2, 20221, 2023 | | By: | /s/ Jeffrey D. Conaway |
| | | Vice President, Chief Accounting Officer
and Corporate Controller |
| | | (Principal Accounting Officer) |
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