Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33492 | |
Entity Registrant Name | CVR ENERGY, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1512186 | |
Entity Address, Address Line One | 2277 Plaza Drive, Suite 500 | |
Entity Address, City or Town | Sugar Land | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77479 | |
City Area Code | 281 | |
Local Phone Number | 207-3200 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | CVI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 100,530,599 | |
Entity Central Index Key | 0001376139 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents (including $89 and $86, respectively, of consolidated variable interest entity (“VIE”)) | $ 889 | $ 510 |
Accounts receivable (including $36 and $90, respectively, of VIE) | 316 | 358 |
Inventories (including $74 and $78, respectively, of VIE) | 610 | 624 |
Prepaid expenses and other current assets (including $4 and $11, respectively, of VIE) | 72 | 101 |
Total current assets | 1,887 | 1,593 |
Property, plant and equipment, net (including $770 and $811, respectively, of VIE) | 2,227 | 2,247 |
Other long-term assets (including $46 and $24, respectively, of VIE) | 307 | 279 |
Total assets | 4,421 | 4,119 |
Current liabilities: | ||
Accounts payable (including $37 and $51, respectively, of VIE) | 566 | 497 |
Other current liabilities (including $77 and $75, respectively, of VIE) | 745 | 942 |
Total current liabilities | 1,311 | 1,439 |
Long-term liabilities: | ||
Long-term debt and finance lease obligations, net of current portion (including $547 and $547, respectively, of VIE) | 1,583 | 1,585 |
Deferred income taxes | 276 | 249 |
Other long-term liabilities (including $49 and $16, respectively, of VIE) | 99 | 55 |
Total long-term liabilities | 1,958 | 1,889 |
Commitments and contingencies (See Note 12) | ||
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 September 30, 2023 and December 31, 2022, respectively | 1 | 1 |
Additional paid-in-capital | 1,508 | 1,508 |
Accumulated deficit | (550) | (976) |
Treasury stock, 98,610 shares at cost | (2) | (2) |
Total CVR stockholders’ equity | 957 | 531 |
Noncontrolling interest | 195 | 260 |
Total equity | 1,152 | 791 |
Total liabilities and equity | $ 4,421 | $ 4,119 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 889 | $ 510 |
Accounts receivable | 316 | 358 |
Inventories | 610 | 624 |
Prepaid expenses and other current assets | 72 | 101 |
Property, plant and equipment, net | 2,227 | 2,247 |
Other long-term assets | 307 | 279 |
Current liabilities: | ||
Accounts payable, current | 566 | 497 |
Other current liabilities | 745 | 942 |
Long-term liabilities: | ||
Long-term debt and finance lease obligations | 1,583 | 1,585 |
Other long-term liabilities | $ 99 | $ 55 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, issued (in shares) | 100,629,209 | 100,629,209 |
Treasury stock, common shares (in shares) | 98,610 | 98,610 |
Variable Interest Entities | ||
Current assets: | ||
Cash and cash equivalents | $ 89 | $ 86 |
Accounts receivable | 36 | 90 |
Inventories | 74 | 78 |
Prepaid expenses and other current assets | 4 | 11 |
Property, plant and equipment, net | 770 | 811 |
Other long-term assets | 46 | 24 |
Current liabilities: | ||
Accounts payable, current | 37 | 51 |
Other current liabilities | 77 | 75 |
Long-term liabilities: | ||
Long-term debt and finance lease obligations | 547 | 547 |
Other long-term liabilities | $ 49 | $ 16 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,522 | $ 2,699 | $ 7,045 | $ 8,216 |
Operating costs and expenses: | ||||
Cost of materials and other | 1,787 | 2,267 | 5,211 | 6,619 |
Direct operating expenses (exclusive of depreciation and amortization) | 170 | 218 | 503 | 545 |
Depreciation and amortization | 80 | 74 | 217 | 210 |
Cost of sales | 2,037 | 2,559 | 5,931 | 7,374 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 38 | 35 | 109 | 110 |
Depreciation and amortization | 1 | 1 | 4 | 5 |
Loss on asset disposal | 1 | 1 | 1 | 1 |
Operating income | 445 | 103 | 1,000 | 726 |
Other (expense) income: | ||||
Interest expense, net | (11) | (19) | (44) | (67) |
Other income (expense), net | 4 | 3 | 10 | (81) |
Income before income tax expense | 438 | 87 | 966 | 578 |
Income tax expense | 84 | 7 | 185 | 106 |
Net income | 354 | 80 | 781 | 472 |
Less: Net income (loss) attributable to noncontrolling interest | 1 | (13) | 103 | 121 |
Net income attributable to CVR Energy stockholders | $ 353 | $ 93 | $ 678 | $ 351 |
Basic earnings per share (in dollars per share) | $ 3.51 | $ 0.92 | $ 6.74 | $ 3.49 |
Diluted earnings per share (in dollars per share) | $ 3.51 | $ 0.92 | $ 6.74 | $ 3.49 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 100.5 | 100.5 | 100.5 | 100.5 |
Diluted (in shares) | 100.5 | 100.5 | 100.5 | 100.5 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Total CVR Stockholders’ Equity | $0.01 Par Value Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 100,629,209 | ||||||
Beginning balance at Dec. 31, 2021 | $ 770 | $ 553 | $ 1 | $ 1,510 | $ (956) | $ (2) | $ 217 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 153 | 94 | 94 | 59 | |||
Distributions from CVR Partners to its public unitholders | (36) | (36) | |||||
Changes in equity due to CVR Partners’ common unit repurchases | (11) | (2) | (2) | (9) | |||
Other | 0 | (1) | (1) | 1 | |||
Ending balance (in shares) at Mar. 31, 2022 | 100,629,209 | ||||||
Ending balance at Mar. 31, 2022 | 876 | 644 | $ 1 | 1,508 | (863) | (2) | 232 |
Beginning balance (in shares) at Dec. 31, 2021 | 100,629,209 | ||||||
Beginning balance at Dec. 31, 2021 | 770 | 553 | $ 1 | 1,510 | (956) | (2) | 217 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 472 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 100,629,209 | ||||||
Ending balance at Sep. 30, 2022 | 771 | 560 | $ 1 | 1,508 | (947) | (2) | 211 |
Beginning balance (in shares) at Mar. 31, 2022 | 100,629,209 | ||||||
Beginning balance at Mar. 31, 2022 | 876 | 644 | $ 1 | 1,508 | (863) | (2) | 232 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 239 | 165 | 165 | 74 | |||
Dividends paid to CVR Energy stockholders | (40) | (40) | (40) | ||||
Distributions from CVR Partners to its public unitholders | (15) | (15) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 100,629,209 | ||||||
Ending balance at Jun. 30, 2022 | 1,060 | 769 | $ 1 | 1,508 | (738) | (2) | 291 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 80 | 93 | 93 | (13) | |||
Dividends paid to CVR Energy stockholders | (302) | (302) | (302) | ||||
Distributions from CVR Partners to its public unitholders | (67) | (67) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 100,629,209 | ||||||
Ending balance at Sep. 30, 2022 | 771 | 560 | $ 1 | 1,508 | (947) | (2) | 211 |
Beginning balance (in shares) at Dec. 31, 2022 | 100,629,209 | ||||||
Beginning balance at Dec. 31, 2022 | 791 | 531 | $ 1 | 1,508 | (976) | (2) | 260 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 259 | 195 | 195 | 64 | |||
Dividends paid to CVR Energy stockholders | (50) | (50) | (50) | ||||
Distributions from CVR Partners to its public unitholders | (70) | (70) | |||||
Other | (1) | (1) | (1) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 100,629,209 | ||||||
Ending balance at Mar. 31, 2023 | 929 | 675 | $ 1 | 1,508 | (832) | (2) | 254 |
Beginning balance (in shares) at Dec. 31, 2022 | 100,629,209 | ||||||
Beginning balance at Dec. 31, 2022 | 791 | 531 | $ 1 | 1,508 | (976) | (2) | 260 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 781 | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 100,629,209 | ||||||
Ending balance at Sep. 30, 2023 | 1,152 | 957 | $ 1 | 1,508 | (550) | (2) | 195 |
Beginning balance (in shares) at Mar. 31, 2023 | 100,629,209 | ||||||
Beginning balance at Mar. 31, 2023 | 929 | 675 | $ 1 | 1,508 | (832) | (2) | 254 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 168 | 130 | 130 | 38 | |||
Dividends paid to CVR Energy stockholders | (50) | (50) | (50) | ||||
Distributions from CVR Partners to its public unitholders | (70) | (70) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 100,629,209 | ||||||
Ending balance at Jun. 30, 2023 | 977 | 755 | $ 1 | 1,508 | (752) | (2) | 222 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 354 | 353 | 353 | 1 | |||
Dividends paid to CVR Energy stockholders | (151) | (151) | (151) | ||||
Distributions from CVR Partners to its public unitholders | (28) | (28) | |||||
Ending balance (in shares) at Sep. 30, 2023 | 100,629,209 | ||||||
Ending balance at Sep. 30, 2023 | $ 1,152 | $ 957 | $ 1 | $ 1,508 | $ (550) | $ (2) | $ 195 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 781 | $ 472 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 221 | 215 |
Deferred income taxes | 31 | (22) |
Loss on asset disposal | 1 | 1 |
Share-based compensation | 30 | 49 |
Unrealized (gain) loss on derivatives, net | 35 | (5) |
Other items | 1 | 4 |
Changes in assets and liabilities: | ||
Current assets and liabilities | (105) | 157 |
Non-current assets and liabilities | (11) | (3) |
Net cash provided by operating activities | 984 | 868 |
Cash flows from investing activities: | ||
Capital expenditures | (150) | (145) |
Turnaround expenditures | (53) | (74) |
Return of equity method investment | 21 | 0 |
Other investing activities | 1 | 2 |
Net cash used in investing activities | (181) | (217) |
Cash flows from financing activities: | ||
Principal payments on senior secured notes | 0 | (65) |
Repurchase of common units by CVR Partners | 0 | (12) |
Dividends to CVR Energy’s stockholders | (251) | (342) |
Distributions to CVR Partners’ noncontrolling interest holders | (168) | (118) |
Other financing activities | (5) | (6) |
Net cash used in financing activities | (424) | (543) |
Net increase in cash, cash equivalents and restricted cash | 379 | 108 |
Cash, cash equivalents and restricted cash, beginning of period | 517 | 517 |
Cash, cash equivalents and restricted cash, end of period | $ 896 | $ 625 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | (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 industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment refines and markets high value transportation fuels primarily in the form of gasoline and diesel fuels. CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia. We also produce and market renewable diesel. CVR’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 66% of the Company’s outstanding common stock as of September 30, 2023. Stock Repurchase Program - On October 23, 2019, CVR Energy’s board of directors (the “Board”) authorized a stock repurchase program (the “Stock Repurchase Program”), which would enable the Company to repurchase up to $300 million of the Company’s common stock. As of September 30, 2023, the Company had not repurchased any of the Company’s common stock under the Stock Repurchase Program, which expired, in accordance with its terms, on October 22, 2023. CVR Partners, LP Interest Holders - As of September 30, 2023, public common unitholders held approximately 63% of CVR Partners’ outstanding common units and CVR Services, LLC (“CVR Services”), a wholly-owned subsidiary of CVR Energy, held the remaining approximately 37% of CVR Partners’ outstanding common units. In addition, CVR Services held 100% of the interest in CVR Partners’ general partner, CVR GP, LLC (“CVR GP”), which held a non-economic general partner interest in CVR Partners as of September 30, 2023. The noncontrolling interest reflected on the condensed consolidated balance sheets of CVR is only impacted by the results of, distributions from, and unit repurchases by CVR Partners. Unit Repurchase Program - On May 6, 2020, the board of directors of CVR Partners’ general partner (the “UAN GP Board”), on behalf of CVR Partners, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021. The Unit Repurchase Program, as increased, authorized CVR Partners to repurchase up to $20 million of the CVR Partners’ common units. During the three and nine months ended September 30, 2023 and the three months ended September 30, 2022, CVR Partners did not repurchase any common units. During the nine months ended September 30, 2022, CVR Partners repurchased 111,695 common units on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $12 million, exclusive of transaction costs, or an average price of $110.98 per common unit. As of September 30, 2023, CVR Partners, considering all repurchases made since inception of the Unit Repurchase Program, had a nominal authorized amount remaining under the Unit Repurchase Program. This Unit Repurchase Program does not obligate CVR Partners to acquire 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 noncontrolling interests totaling $3 million and the related reduction of a deferred tax liability totaling $1 million from changes in its book versus tax basis in CVR Partners as of December 31, 2022. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (2) Basis of Presentation The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of the Company and its majority-owned direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. 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, 2022 audited consolidated financial statements and notes thereto included in CVR Energy’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Our condensed consolidated financial statements include the consolidated results of CVR Partners, which is defined as a variable interest 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. The condensed consolidated financial statements are 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 during the 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, 2023 or any other interim or annual period. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | (3) Inventories Inventories consisted of the following: (in millions) September 30, 2023 December 31, 2022 Finished goods $ 278 $ 297 Raw materials 214 206 In-process inventories 25 35 Parts, supplies and other 93 86 Total inventories $ 610 $ 624 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (4) Property, Plant and Equipment Property, plant and equipment consisted of the following: (in millions) September 30, 2023 December 31, 2022 Machinery and equipment $ 4,265 $ 4,194 Buildings and improvements 87 86 ROU finance leases 81 79 Land and improvements 73 72 Furniture and fixtures 37 37 Construction in progress 215 143 Other 15 15 4,773 4,626 Less: Accumulated depreciation and amortization (2,546) (2,379) Total property, plant and equipment, net $ 2,227 $ 2,247 During the nine months ended September 30, 2023, the Company did 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 . The depreciation and amortization expense related to property, plant and equipment was $59 million and $57 million for the three months ended September 30, 2023 and 2022, respectively, and $165 million and $167 million for the nine months ended September 30, 2023 and 2022, respectively. |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | (5) Equity Method Investments In January 2023, CVR Partners and its subsidiary, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), entered into a series of agreements with CapturePoint LLC, an unaffiliated Texas limited liability company, and certain unaffiliated third-party investors intended to qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”) and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030 (the “45Q Transaction”). Among other items, the 45Q Transaction resulted in the creation of CVR-CapturePoint Parent LLC, which was accounted for by CVR Partners as an equity-method investment. We have the following investments which have applied the equity method of accounting and are presented within Other long-term assets on our condensed consolidated financial statements: • CVR-CapturePoint Parent, LLC (“CVRP JV”) - Through our subsidiaries, and in connection with the 45Q Transaction, we received a 50% interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer. We applied the VIE model under FASB ASC Topic 810, Consolidation, to our variable interest in CVRP JV and determined that CVRP JV is a VIE. While we concluded we are not the primary beneficiary of CVRP JV, we do have significant influence over CVRP JV’s operating and financial policies and, therefore, applied the equity method of accounting for our investment in CVRP JV. We deferred the recognition of the noncash consideration received and expect to recognize such revenue as the performance obligation associated with the CO Contract is satisfied. Refer to Note 9 (“Revenue”) for further discussion. We have elected to record our share of the earnings or loss of CVRP JV one quarter in arrears. Distributions received from CVRP JV will reduce our equity method investment and will be recorded in the period in which they are received. • 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 Cash distributions (1) (1) (2) (4) Equity income — 1 2 3 Balance at September 30, 2023 $ 25 $ 5 $ 71 $ 101 (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. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | (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 one or more renewal options to extend the lease term, which can be exercised at our sole discretion. Certain leases also include options to purchase the leased property. Certain 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. Balance Sheet Summary as of September 30, 2023 and December 31, 2022 The following tables summarize the right-of-use (“ROU”) asset and lease liability balances for the Company’s operating and finance leases at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 (in millions) Operating Leases Finance Leases Operating Leases Finance Leases ROU assets, net Pipeline and storage $ 13 $ 18 $ 16 $ 20 Railcars 9 — 11 — Real estate and other 16 14 13 15 Lease liability Pipelines and storage 12 29 16 32 Railcars 9 — 11 — Real estate and other 15 17 13 16 Lease Expense Summary for the Three and Nine Months Ended September 30, 2023 and 2022 We recognize operating lease expense on a straight-line basis over the lease term within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other and finance lease expense on a straight-line basis over the lease term within Depreciation and amortization. For the three and nine months ended September 30, 2023 and 2022, we recognized lease expense comprised of the following components: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Operating lease expense $ 4 $ 4 $ 13 $ 12 Finance lease expense: Amortization of ROU asset 1 2 4 5 Interest expense on lease liability 1 1 3 4 Short-term lease expense 3 3 8 7 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: September 30, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term 3.9 years 5.5 years 4.1 years 6.3 years Weighted-average discount rate 5.6 % 9.0 % 5.2 % 9.0 % Maturities of Lease Liabilities The following summarizes the remaining minimum lease payments through maturity of the Company’s lease liabilities at September 30, 2023: (in millions) Operating Leases Finance Leases Remainder of 2023 $ 5 $ 4 2024 14 11 2025 9 11 2026 7 11 2027 3 10 Thereafter 3 12 Total lease payments 41 59 Less: imputed interest (5) (13) Total lease liability $ 36 $ 46 The Company has entered into the following material lease commitments that have not yet commenced: • On February 21, 2022, CRNF entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”). Under the Messer Agreement, among other obligations, Messer is obligated to supply oxygen and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for oxygen from Messer’s facility. This arrangement for CRNF’s purchase of oxygen from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output, which includes oxygen, nitrogen, and compressed air, of Messer’s on-site production from its air separation unit over the life of the Messer Agreement. The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Fertilizer Facility. The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel. Based on terms outlined in the Messer Agreement, the Company expects the lease of the Oxygen Storage Vessel to be classified as a finance lease with an estimated amount within the range of $20 million to $25 million being capitalized upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the first quarter of 2024. |
Leases | (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 one or more renewal options to extend the lease term, which can be exercised at our sole discretion. Certain leases also include options to purchase the leased property. Certain 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. Balance Sheet Summary as of September 30, 2023 and December 31, 2022 The following tables summarize the right-of-use (“ROU”) asset and lease liability balances for the Company’s operating and finance leases at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 (in millions) Operating Leases Finance Leases Operating Leases Finance Leases ROU assets, net Pipeline and storage $ 13 $ 18 $ 16 $ 20 Railcars 9 — 11 — Real estate and other 16 14 13 15 Lease liability Pipelines and storage 12 29 16 32 Railcars 9 — 11 — Real estate and other 15 17 13 16 Lease Expense Summary for the Three and Nine Months Ended September 30, 2023 and 2022 We recognize operating lease expense on a straight-line basis over the lease term within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other and finance lease expense on a straight-line basis over the lease term within Depreciation and amortization. For the three and nine months ended September 30, 2023 and 2022, we recognized lease expense comprised of the following components: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Operating lease expense $ 4 $ 4 $ 13 $ 12 Finance lease expense: Amortization of ROU asset 1 2 4 5 Interest expense on lease liability 1 1 3 4 Short-term lease expense 3 3 8 7 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: September 30, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term 3.9 years 5.5 years 4.1 years 6.3 years Weighted-average discount rate 5.6 % 9.0 % 5.2 % 9.0 % Maturities of Lease Liabilities The following summarizes the remaining minimum lease payments through maturity of the Company’s lease liabilities at September 30, 2023: (in millions) Operating Leases Finance Leases Remainder of 2023 $ 5 $ 4 2024 14 11 2025 9 11 2026 7 11 2027 3 10 Thereafter 3 12 Total lease payments 41 59 Less: imputed interest (5) (13) Total lease liability $ 36 $ 46 The Company has entered into the following material lease commitments that have not yet commenced: • On February 21, 2022, CRNF entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”). Under the Messer Agreement, among other obligations, Messer is obligated to supply oxygen and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for oxygen from Messer’s facility. This arrangement for CRNF’s purchase of oxygen from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output, which includes oxygen, nitrogen, and compressed air, of Messer’s on-site production from its air separation unit over the life of the Messer Agreement. The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Fertilizer Facility. The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel. Based on terms outlined in the Messer Agreement, the Company expects the lease of the Oxygen Storage Vessel to be classified as a finance lease with an estimated amount within the range of $20 million to $25 million being capitalized upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the first quarter of 2024. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | (7) Other Current Liabilities Other current liabilities were as follows: (in millions) September 30, 2023 December 31, 2022 Accrued Renewable Fuel Standards (“RFS”) obligation $ 413 $ 692 Share-based compensation 52 31 Accrued taxes other than income taxes 47 51 Personnel accruals 45 47 Accrued income taxes 44 — Derivatives 37 4 Deferred revenue 39 48 Accrued interest 19 24 Operating lease liabilities 13 15 Current portion of finance lease obligations 7 6 Other accrued expenses and liabilities 29 24 Total other current liabilities $ 745 $ 942 |
Long-Term Debt and Finance Leas
Long-Term Debt and Finance Lease Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Finance Lease Obligations | (8) Long-Term Debt and Finance Lease Obligations Long-term debt and finance lease obligations consisted of the following: (in millions) September 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 39 42 Total CVR Refining finance lease obligations, net of current portion 39 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 1,583 1,585 Current portion of finance lease obligations 7 6 Total long-term debt and finance lease obligations, including current portion $ 1,590 $ 1,591 Credit Agreements (in millions) Total Available Borrowing Capacity Amount Borrowed as of September 30, 2023 Outstanding Letters of Credit Available Capacity as of September 30, 2023 Maturity Date CVR Partners: Asset Based (“Nitrogen Fertilizer ABL”) Credit Agreement $ 48 $ — $ — $ 48 September 26, 2028 CVR Refining: Amended and Restated Asset Based (“Petroleum ABL”) Credit Agreement $ 275 $ — $ 24 $ 251 June 30, 2027 CVR Partners Nitrogen Fertilizer ABL - On September 26, 2023, CVR Partners and certain of its subsidiaries entered into Amendment No. 1 to the Credit Agreement (the “ABL Amendment”). The ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021, to, among other things, (i) increase the aggregate principal amount available under the credit facility by an additional $15 million to a total of $50 million in the aggregate, with an incremental facility of an additional $15 million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional four Covenant Compliance The Company and its subsidiaries were in compliance with all covenants under their respective debt instruments as of September 30, 2023. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (9) Revenue The following tables present the Company’s revenue disaggregated by major product, which include a reconciliation of the disaggregated revenue by the Company’s reportable segments: Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 (in millions) Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Gasoline $ 1,186 $ — $ — $ 1,186 $ 3,287 $ — $ — $ 3,287 Distillates (2) 1,057 — 67 1,124 2,806 — 150 2,956 Ammonia — 22 — 22 — 116 — 116 UAN — 86 — 86 — 354 — 354 Urea products — 8 — 8 — 23 — 23 Freight revenue (3) 5 10 — 15 13 32 — 45 Other (4) 42 5 26 73 123 15 65 203 Revenue from product sales 2,290 131 93 2,514 6,229 540 215 6,984 Crude oil sales 8 — — 8 60 — — 60 Other revenue — — — — 1 — — 1 Total revenue $ 2,298 $ 131 $ 93 $ 2,522 $ 6,290 $ 540 $ 215 $ 7,045 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (in millions) Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Gasoline $ 1,207 $ — $ — $ 1,207 $ 3,732 $ — $ — $ 3,732 Distillates (2) 1,202 — 50 1,252 3,513 — 76 3,589 Ammonia — 22 — 22 — 125 — 125 UAN — 119 — 119 — 438 — 438 Urea products — 6 — 6 — 26 — 26 Freight revenue (3) 4 7 — 11 13 27 — 40 Other products (4) 49 2 19 70 209 7 20 236 Revenue from product sales 2,462 156 69 2,687 7,467 623 96 8,186 Crude oil sales 12 — — 12 29 — — 29 Other revenue — — — — 1 — — 1 Total revenue $ 2,474 $ 156 $ 69 $ 2,699 $ 7,497 $ 623 $ 96 $ 8,216 (1) The Petroleum Segment may incur broker commissions or transportation costs prior to the transfer on certain sales. The broker costs are expensed since the contract durations are less than one year. Transportation costs are accounted for as fulfillment costs and are expensed as incurred. (2) Distillates consist primarily of diesel fuel, kerosene, jet fuel, and renewable fuels activity. (3) Freight revenue recognized by the Petroleum Segment is primarily tariff and line loss charges rebilled to customers to reimburse the Petroleum Segment for expenses incurred from a pipeline operator. Freight revenue recognized by the Nitrogen Fertilizer Segment represents the pass-through finished goods delivery costs incurred prior to customer acceptance and are reimbursed by customers. An offsetting expense for freight is included in Cost of materials and other. (4) Other products for the Petroleum Segment consists primarily of (i) feedstock, heavy oils, and liquified petroleum gas sales, (ii) sulfur credits, and (iii) pipeline and processing fees. For the Nitrogen Fertilizer Segment, other products consists of sales of (i) nitric acid and (ii) carbon oxide, including sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term 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. 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 September 30, 2023, these contracts have a remaining duration of less than three years. As of September 30, 2023, the Nitrogen Fertilizer Segment had approximately $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 the majority of these performance obligations as revenue by the end of 2023 and the remaining nominal balance during 2024. Contract Balances A summary of the Nitrogen Fertilizer Segment’s deferred revenue activity during the nine months ended September 30, 2023 is presented below: (in millions) Balance at December 31, 2022 $ 48 Add: New prepay contracts entered into during the period 44 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 (46) Revenue recognized related to contracts entered into during the period (11) Revenue recognized related to noncash consideration (5) Other changes (1) Total deferred revenue 74 Less: Current portion of deferred revenue (39) Total long-term deferred revenue $ 35 |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivate Financial Instruments and Fair Value Measurements | (10) Derivative Financial Instruments and Fair Value Measurements Derivative Financial Instruments The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of September 30, 2023 and December 31, 2022: (in thousands of barrels) Commodity September 30, 2023 December 31, 2022 Forwards Crude 123 373 Swaps NYMEX Diesel Cracks (6,825) — Swaps NYMEX RBOB Cracks (2,025) — Swaps NYMEX 2-1-1 Cracks (4,530) — Futures Crude (50) (150) Futures ULSD — (215) Futures Soybean — (109) As of September 30, 2023, the Petroleum Segment had open, fixed-price commitments to purchase a net amount of 28 million RINs. The following outlines the realized and unrealized gains (losses) incurred from derivative activities, all of which were recorded in Cost of materials and other on the condensed consolidated statements of operations: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Forwards $ 3 $ 13 $ 13 $ 18 Swaps (98) (1) (69) (48) Futures (11) 11 (9) (13) Total (loss) gain on derivatives, net $ (106) $ 23 $ (65) $ (43) Offsetting Assets and Liabilities The following outlines the condensed consolidated balance sheet 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. September 30, 2023 December 31, 2022 Derivatives Collateral Netting Net Value Derivatives Collateral Netting Net Value (in millions) Assets Liabilities Assets Liabilities Prepaid expenses and other current assets $ — $ — $ — $ — $ — $ (1) $ 1 $ — Other current liabilities — (39) 2 (37) — (4) — (4) Other long-term liabilities — (2) — (2) — — — — At September 30, 2023 and December 31, 2022, the Company had $20 million and $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. Our derivative instruments contain credit risk-related contingent provisions associated with our credit ratings. If our credit ratings were to be downgraded, it would allow the counterparty to require us to post additional collateral or to request immediate, full settlement of derivative instruments in liability positions. As of September 30, 2023, the aggregate fair value of our derivative liabilities with credit risk-related contingent provisions was $35 million, for which $2 million of collateral has been posted. Fair Value Measurements The following tables set forth the assets and liabilities measured or disclosed at fair value on a recurring basis, by input level, as of September 30, 2023 and December 31, 2022: September 30, 2023 (in millions) Level 1 Level 2 Level 3 Total Location and description: Other current liabilities (RFS obligations) $ — $ (413) $ — $ (413) Other current liabilities (derivative financial instruments) — (37) — (37) Other long-term liabilities (derivative financial instruments) — (2) — (2) Long-term debt — (1,442) — (1,442) Total liabilities $ — $ (1,894) $ — $ (1,894) 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 — (1,394) — (1,394) Total liabilities $ — $ (2,090) $ — $ (2,090) As of September 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, including amounts invested in short-term money market funds, and restricted cash approximate their carrying amounts. The Petroleum Segment’s commodity derivative contracts are valued using broker quoted market prices of identical or similar instruments and are considered Level 2 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 nine months ended September 30, 2023 and year ended December 31, 2022. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | (11) Share-Based Compensation A summary of compensation expense during the three and nine months ended September 30, 2023 and 2022 is presented below: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 CVR Partners - Phantom Unit Awards $ 3 $ 9 $ 7 $ 20 Incentive Unit Awards 12 4 23 29 Total share-based compensation expense $ 15 $ 13 $ 30 $ 49 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (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 2022 Form 10-K and in the Forms 10-Q for the periods ended March 31, 2023 and June 30, 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 to 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 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 September 30, 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 “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 23% and 30% for the three months ended September 30, 2023 and 2022, respectively, and approximately 24% and 33% for the nine months ended September 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 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. 45Q Transaction Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary CRNF is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45 million cap, if these minimum quantities are not delivered. CVR Partners issued a guarantee to the unaffiliated third-party investors and certain 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 Certain of the Petroleum Segment’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’s obligated-party subsidiaries are not able to blend the majority of their 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 Company’s obligated-party subsidiaries recognized a benefit of $135 million and an expense of $86 million for the three months ended September 30, 2023 and 2022, respectively, and a benefit of $99 million and an expense of $328 million for the nine months ended September 30, 2023 and 2022, respectively, for its compliance with the RFS (based on the 2020, 2021, 2022 and 2023 renewable volume obligation (“RVO”), for the respective periods, excluding the impacts of any exemptions or waivers to which the Company’s obligated-party subsidiaries may be entitled). The recognized amounts are included within Cost of materials and other 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 Company may be entitled), the remaining position is valued using RIN market prices at period end using for each specific or closest vintage year. As of September 30, 2023 and December 31, 2022, the Company’s obligated-party subsidiaries’ RFS positions were approximately $413 million and $692 million, respectively, and are recorded in Other current liabilities in the condensed consolidated balance sheets. Litigation Call Option Coverage Case – In September 2023, the Superior Court of the State of Delaware (the “Delaware Court”) denied the motion filed by the primary and excess insurers (the “Insurers”) of the Company and certain of its affiliates (the “Call Defendants”) seeking to stay the Call Defendants’ action against the Insurers in relation to insurance policies that have coverage limits of $50 million (the “Policies”) alleging breach of contract 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 indemnity, as well as other conduct of the Insurers, relating to the lawsuits filed by former unitholders of CVR Refining against 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, which action was settled by the parties on August 19, 2022 (the “Call Option Lawsuits”). This ruling allows our case against the Insurers to proceed in the Delaware Court. The 434th Judicial District Court of Fort Bend County, Texas (the “Texas Court”) granted summary judgments in the Insurers’ declaratory judgment action seeking determination that the Insurers owe no indemnity coverage in relation to the Policies for settlement of the Call Option Lawsuits, which the Company intends to appeal once final judgment is entered. As our potential appeal of the Texas Court’s summary judgment rulings and our Delaware Court lawsuit are not yet concluded, 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 – In October 2023, the United States Court of Appeals for the Fifth Circuit (“Fifth Circuit”) heard oral arguments in the action by Wynnewood Refining Company, LLC (“WRC”) against the EPA relating to its April and June 2022 denial of WRC’s small refinery exemptions (“SREs”) as well as WRC’s claims against the EPA for RIN replacement relief for losses it sustained from the EPA’s late approval of WRC’s 2018 SRE, which SRE the EPA later purported to retroactively revoke and deny. No decision has yet been issued by the Fifth Circuit. Also in October 2023, the Fifth Circuit granted WRC’s motion to stay enforcement of its compliance obligations for the 2022 compliance year pending resolution of its underlying challenges to the EPA’s July 2023 denial of 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 challenges remain pending before the Fifth Circuit as well as the United States Court of Appeals for the District of Columbia Circuit. The Fifth Circuit had previously granted WRC’s motion to stay enforcement of its compliance obligations for the 2020 through 2021 compliance years. The Company’s other challenges against the EPA relating to the RFS, including to the EPA’s Final Rule issued in July 2022 establishing RVO and its intervention in an action filed by certain biofuels producers relating to the RFS, remain pending. The Company cannot yet determine at this time the outcomes of these matters. While we intend to prosecute these actions vigorously, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material effect on the Company’s financial position, results of operations, or cash flows. Environmental, Health, and Safety (“EHS”) Matters Clean Air Act Matter - Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and certain of its affiliates have agreed to settle claims brought in the United States District Court for the District of Kansas (“D. Kan”) by the United States, on behalf of the EPA, and the State of Kansas, on behalf of the Kansas Department of Health and Environment (“KDHE”) which primarily relate to the CRRM refinery’s flares. The EPA and KDHE are seeking stipulated penalties under a 2012 Consent Decree (“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. The EPA and KDHE also filed a complaint in the D. Kan alleging violations of the Clean Air Act, the Kansas State Implementation Plan, Kansas law, and CRRM’s permits relating to flares, heaters, and related matters. 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”). The parties have reached agreement to resolve the Stipulated Claims and the Statutory Claims subject to final approvals by the EPA and KDHE. The terms of the settlement will be set forth in a consent decree that is in the process of being executed by the parties, which consent decree is subject to the approval and entry by the D. Kan following a period for public notice and comment. Should the settlement and consent decree be finalized as agreed to between the parties, such settlement is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows. Should such settlement not be finalized as agreed to between the parties, the Company cannot determine whether any subsequent enforcement or litigation relating thereto would have a material impact on the Company’s financial position, results of operations, or cash flows. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | (13) Business Segments CVR Energy’s revenues are primarily derived from two 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 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. The following table summarizes certain operating results and capital expenditures information by segment: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Net sales: Petroleum $ 2,298 $ 2,474 $ 6,290 $ 7,497 Nitrogen Fertilizer 131 156 540 623 Other, including intersegment eliminations 93 69 215 96 Total net sales $ 2,522 $ 2,699 $ 7,045 $ 8,216 Operating income (loss): Petroleum $ 431 $ 137 $ 838 $ 564 Nitrogen Fertilizer 8 (12) 184 218 Other, including intersegment eliminations 6 (22) (22) (56) Total operating income (loss) 445 103 1,000 726 Interest expense, net (11) (19) (44) (67) Other income (expense), net 4 3 10 (81) Income before income tax expense $ 438 $ 87 $ 966 $ 578 Depreciation and amortization: Petroleum $ 50 $ 47 $ 141 $ 140 Nitrogen Fertilizer 23 22 59 64 Other 8 6 21 11 Total depreciation and amortization $ 81 $ 75 $ 221 $ 215 Capital expenditures: (2) Petroleum $ 26 $ 23 $ 79 $ 61 Nitrogen Fertilizer 8 25 18 38 Other (1) 17 20 51 59 Total capital expenditures $ 51 $ 68 $ 148 $ 158 The following table summarizes total assets by segment: (in millions) September 30, 2023 December 31, 2022 Petroleum $ 4,635 $ 4,354 Nitrogen Fertilizer 1,019 1,100 Other, including intersegment eliminations (1) (1,233) (1,335) Total assets $ 4,421 $ 4,119 (1) Other includes amounts for the Wynnewood Refinery’s renewable feedstock pretreater project. (2) Capital expenditures are shown exclusive of capitalized turnaround expenditures. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | (14) Supplemental Cash Flow Information Cash flows related to income taxes, interest, leases, and capital and turnaround expenditures included in accounts payable were as follows: Nine Months Ended (in millions) 2023 2022 Supplemental disclosures: Cash paid for income taxes, net of refunds $ 88 $ 131 Cash paid for interest 76 78 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 13 13 Operating cash flows from finance leases 3 4 Financing cash flows from finance leases 5 4 Noncash investing and financing activities: Change in capital expenditures included in accounts payable (1) (2) 14 Change in turnaround expenditures included in accounts payable — (1) (1) Capital expenditures are shown exclusive of capitalized turnaround expenditures. Cash, cash equivalents and restricted cash consisted of the following: (in millions) September 30, 2023 December 31, 2022 Cash and cash equivalents $ 889 $ 510 Restricted cash (1) 7 7 Cash, cash equivalents and restricted cash $ 896 $ 517 (1) The restricted cash balance is included within Prepaid expenses and other current assets on the condensed consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (15) Related Party Transactions Activity associated with the Company’s related party arrangements for the three and nine months ended September 30, 2023 and 2022 is summarized below: Related Party Activity Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Sales to related parties: CVRP JV CO Contract (1) $ 1 $ — $ 3 $ — Purchases from related parties: Enable Joint Venture Transportation Agreement 3 3 9 7 Midway Joint Venture Agreement (2) 6 6 17 16 Payments: Dividends (3) 107 214 178 242 (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 during the nine months ended September 30, 2023 and year ended December 31, 2022. Dividends to CVR Energy Stockholders Dividends, if any, including the payment, amount and timing thereof, are determined in the discretion of 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 tables present quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding): Quarterly Dividends Paid ( in millions ) Related Period Date Paid Quarterly Dividends Public Stockholders IEP Total 2022 - 4th Quarter March 13, 2023 $ 0.50 $ 15 $ 36 $ 50 2023 - 1st Quarter May 22, 2023 0.50 15 36 50 2023 - 2nd Quarter August 21, 2023 0.50 15 36 50 Total 2023 quarterly dividends $ 1.50 $ 44 $ 107 $ 151 Special Dividends Paid ( in millions ) Related Period Date Paid Special Dividends Public Stockholders IEP Total 2023 - 2nd Quarter August 21, 2023 $ 1.00 $ 29 $ 71 $ 101 Quarterly Dividends Paid ( in millions ) Related Period Date Paid Quarterly Dividends 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 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. For the third quarter of 2023, the Company, upon approval by the Board on October 30, 2023, declared a cash dividend of $0.50 per share, or $50 million, which is payable November 20, 2023 to shareholders of record as of November 13, 2023. Of this amount, IEP will receive $33 million due to its ownership interest in the Company’s shares. In addition, the Company, upon approval by the Board on October 30, 2023, declared a special dividend of $1.50 per share, or $151 million, which is payable November 20, 2023 to shareholders of record as of November 13, 2023. Of this amount, IEP will receive $100 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 tables present quarterly distributions paid by CVR Partners to its unitholders, including amounts received by the Company, during 2023 and 2022 (amounts presented in tables below may not add to totals presented due to rounding): Quarterly Distributions Paid (in millions) Related Period Date Paid Quarterly Distributions Public 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 2023 - 2nd Quarter August 21, 2023 4.14 28 16 44 Total 2023 quarterly distributions $ 25.07 $ 168 $ 98 $ 265 Quarterly Distributions Paid (in millions) Related Period Date Paid Quarterly Distributions Public 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 third quarter of 2023, CVR Partners, upon approval by the UAN GP Board on October 30, 2023, declared a distribution of $1.55 per common unit, or $16 million, which is payable November 20, 2023 to unitholders of record as of November 13, 2023. Of this amount, CVR Energy will receive approximately $6 million, with the remaining amount payable to public unitholders. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ 353 | $ 93 | $ 678 | $ 351 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of the Company and its majority-owned direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. 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, 2022 audited consolidated financial statements and notes thereto included in CVR Energy’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Our condensed consolidated financial statements include the consolidated results of CVR Partners, which is defined as a variable interest 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. The condensed consolidated financial statements are 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 during the 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, 2023 or any other interim or annual period. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventories consisted of the following: (in millions) September 30, 2023 December 31, 2022 Finished goods $ 278 $ 297 Raw materials 214 206 In-process inventories 25 35 Parts, supplies and other 93 86 Total inventories $ 610 $ 624 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following: (in millions) September 30, 2023 December 31, 2022 Machinery and equipment $ 4,265 $ 4,194 Buildings and improvements 87 86 ROU finance leases 81 79 Land and improvements 73 72 Furniture and fixtures 37 37 Construction in progress 215 143 Other 15 15 4,773 4,626 Less: Accumulated depreciation and amortization (2,546) (2,379) Total property, plant and equipment, net $ 2,227 $ 2,247 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | (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 Cash distributions (1) (1) (2) (4) Equity income — 1 2 3 Balance at September 30, 2023 $ 25 $ 5 $ 71 $ 101 (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. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Right of Use Asset and Lease Liability Balances for Operating and Finance Leases | The following tables summarize the right-of-use (“ROU”) asset and lease liability balances for the Company’s operating and finance leases at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 (in millions) Operating Leases Finance Leases Operating Leases Finance Leases ROU assets, net Pipeline and storage $ 13 $ 18 $ 16 $ 20 Railcars 9 — 11 — Real estate and other 16 14 13 15 Lease liability Pipelines and storage 12 29 16 32 Railcars 9 — 11 — Real estate and other 15 17 13 16 |
Schedule of Lease Expense, Lease Terms, and Discount Rates | For the three and nine months ended September 30, 2023 and 2022, we recognized lease expense comprised of the following components: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Operating lease expense $ 4 $ 4 $ 13 $ 12 Finance lease expense: Amortization of ROU asset 1 2 4 5 Interest expense on lease liability 1 1 3 4 Short-term lease expense 3 3 8 7 The following outlines the remaining lease terms and discount rates used in the measurement of the Company’s ROU assets and lease liabilities: September 30, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term 3.9 years 5.5 years 4.1 years 6.3 years Weighted-average discount rate 5.6 % 9.0 % 5.2 % 9.0 % |
Summary of Remaining Minimum Lease Payments for Operating Leases | The following summarizes the remaining minimum lease payments through maturity of the Company’s lease liabilities at September 30, 2023: (in millions) Operating Leases Finance Leases Remainder of 2023 $ 5 $ 4 2024 14 11 2025 9 11 2026 7 11 2027 3 10 Thereafter 3 12 Total lease payments 41 59 Less: imputed interest (5) (13) Total lease liability $ 36 $ 46 |
Summary of Remaining Minimum Lease Payments for Finance Leases | The following summarizes the remaining minimum lease payments through maturity of the Company’s lease liabilities at September 30, 2023: (in millions) Operating Leases Finance Leases Remainder of 2023 $ 5 $ 4 2024 14 11 2025 9 11 2026 7 11 2027 3 10 Thereafter 3 12 Total lease payments 41 59 Less: imputed interest (5) (13) Total lease liability $ 36 $ 46 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Current Liabilities | Other current liabilities were as follows: (in millions) September 30, 2023 December 31, 2022 Accrued Renewable Fuel Standards (“RFS”) obligation $ 413 $ 692 Share-based compensation 52 31 Accrued taxes other than income taxes 47 51 Personnel accruals 45 47 Accrued income taxes 44 — Derivatives 37 4 Deferred revenue 39 48 Accrued interest 19 24 Operating lease liabilities 13 15 Current portion of finance lease obligations 7 6 Other accrued expenses and liabilities 29 24 Total other current liabilities $ 745 $ 942 |
Long-Term Debt and Finance Le_2
Long-Term Debt and Finance Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt and Finance Lease Obligations | Long-term debt and finance lease obligations consisted of the following: (in millions) September 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 39 42 Total CVR Refining finance lease obligations, net of current portion 39 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 1,583 1,585 Current portion of finance lease obligations 7 6 Total long-term debt and finance lease obligations, including current portion $ 1,590 $ 1,591 Credit Agreements (in millions) Total Available Borrowing Capacity Amount Borrowed as of September 30, 2023 Outstanding Letters of Credit Available Capacity as of September 30, 2023 Maturity Date CVR Partners: Asset Based (“Nitrogen Fertilizer ABL”) Credit Agreement $ 48 $ — $ — $ 48 September 26, 2028 CVR Refining: Amended and Restated Asset Based (“Petroleum ABL”) Credit Agreement $ 275 $ — $ 24 $ 251 June 30, 2027 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Major Product | The following tables present the Company’s revenue disaggregated by major product, which include a reconciliation of the disaggregated revenue by the Company’s reportable segments: Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 (in millions) Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Gasoline $ 1,186 $ — $ — $ 1,186 $ 3,287 $ — $ — $ 3,287 Distillates (2) 1,057 — 67 1,124 2,806 — 150 2,956 Ammonia — 22 — 22 — 116 — 116 UAN — 86 — 86 — 354 — 354 Urea products — 8 — 8 — 23 — 23 Freight revenue (3) 5 10 — 15 13 32 — 45 Other (4) 42 5 26 73 123 15 65 203 Revenue from product sales 2,290 131 93 2,514 6,229 540 215 6,984 Crude oil sales 8 — — 8 60 — — 60 Other revenue — — — — 1 — — 1 Total revenue $ 2,298 $ 131 $ 93 $ 2,522 $ 6,290 $ 540 $ 215 $ 7,045 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (in millions) Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Petroleum Segment (1) Nitrogen Fertilizer Segment Other / Elimination Consolidated Gasoline $ 1,207 $ — $ — $ 1,207 $ 3,732 $ — $ — $ 3,732 Distillates (2) 1,202 — 50 1,252 3,513 — 76 3,589 Ammonia — 22 — 22 — 125 — 125 UAN — 119 — 119 — 438 — 438 Urea products — 6 — 6 — 26 — 26 Freight revenue (3) 4 7 — 11 13 27 — 40 Other products (4) 49 2 19 70 209 7 20 236 Revenue from product sales 2,462 156 69 2,687 7,467 623 96 8,186 Crude oil sales 12 — — 12 29 — — 29 Other revenue — — — — 1 — — 1 Total revenue $ 2,474 $ 156 $ 69 $ 2,699 $ 7,497 $ 623 $ 96 $ 8,216 (1) The Petroleum Segment may incur broker commissions or transportation costs prior to the transfer on certain sales. The broker costs are expensed since the contract durations are less than one year. Transportation costs are accounted for as fulfillment costs and are expensed as incurred. (2) Distillates consist primarily of diesel fuel, kerosene, jet fuel, and renewable fuels activity. (3) Freight revenue recognized by the Petroleum Segment is primarily tariff and line loss charges rebilled to customers to reimburse the Petroleum Segment for expenses incurred from a pipeline operator. Freight revenue recognized by the Nitrogen Fertilizer Segment represents the pass-through finished goods delivery costs incurred prior to customer acceptance and are reimbursed by customers. An offsetting expense for freight is included in Cost of materials and other. (4) Other products for the Petroleum Segment consists primarily of (i) feedstock, heavy oils, and liquified petroleum gas sales, (ii) sulfur credits, and (iii) pipeline and processing fees. For the Nitrogen Fertilizer Segment, other products consists of sales of (i) nitric acid and (ii) carbon oxide, including sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term 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. |
Summary of Deferred Revenue Activity | A summary of the Nitrogen Fertilizer Segment’s deferred revenue activity during the nine months ended September 30, 2023 is presented below: (in millions) Balance at December 31, 2022 $ 48 Add: New prepay contracts entered into during the period 44 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 (46) Revenue recognized related to contracts entered into during the period (11) Revenue recognized related to noncash consideration (5) Other changes (1) Total deferred revenue 74 Less: Current portion of deferred revenue (39) Total long-term deferred revenue $ 35 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Positions Held | The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of September 30, 2023 and December 31, 2022: (in thousands of barrels) Commodity September 30, 2023 December 31, 2022 Forwards Crude 123 373 Swaps NYMEX Diesel Cracks (6,825) — Swaps NYMEX RBOB Cracks (2,025) — Swaps NYMEX 2-1-1 Cracks (4,530) — Futures Crude (50) (150) Futures ULSD — (215) Futures Soybean — (109) |
Schedule of Gains (Losses) on Derivatives | The following outlines the realized and unrealized gains (losses) incurred from derivative activities, all of which were recorded in Cost of materials and other on the condensed consolidated statements of operations: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Forwards $ 3 $ 13 $ 13 $ 18 Swaps (98) (1) (69) (48) Futures (11) 11 (9) (13) Total (loss) gain on derivatives, net $ (106) $ 23 $ (65) $ (43) |
Schedule of Derivative Offsetting Assets | The following outlines the condensed consolidated balance sheet 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. September 30, 2023 December 31, 2022 Derivatives Collateral Netting Net Value Derivatives Collateral Netting Net Value (in millions) Assets Liabilities Assets Liabilities Prepaid expenses and other current assets $ — $ — $ — $ — $ — $ (1) $ 1 $ — Other current liabilities — (39) 2 (37) — (4) — (4) Other long-term liabilities — (2) — (2) — — — — |
Schedule of Derivative Offsetting Liabilities | The following outlines the condensed consolidated balance sheet 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. September 30, 2023 December 31, 2022 Derivatives Collateral Netting Net Value Derivatives Collateral Netting Net Value (in millions) Assets Liabilities Assets Liabilities Prepaid expenses and other current assets $ — $ — $ — $ — $ — $ (1) $ 1 $ — Other current liabilities — (39) 2 (37) — (4) — (4) Other long-term liabilities — (2) — (2) — — — — |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables set forth the assets and liabilities measured or disclosed at fair value on a recurring basis, by input level, as of September 30, 2023 and December 31, 2022: September 30, 2023 (in millions) Level 1 Level 2 Level 3 Total Location and description: Other current liabilities (RFS obligations) $ — $ (413) $ — $ (413) Other current liabilities (derivative financial instruments) — (37) — (37) Other long-term liabilities (derivative financial instruments) — (2) — (2) Long-term debt — (1,442) — (1,442) Total liabilities $ — $ (1,894) $ — $ (1,894) 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 — (1,394) — (1,394) Total liabilities $ — $ (2,090) $ — $ (2,090) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | A summary of compensation expense during the three and nine months ended September 30, 2023 and 2022 is presented below: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 CVR Partners - Phantom Unit Awards $ 3 $ 9 $ 7 $ 20 Incentive Unit Awards 12 4 23 29 Total share-based compensation expense $ 15 $ 13 $ 30 $ 49 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Operating Results and Capital Expenditures Information by Segment | The following table summarizes certain operating results and capital expenditures information by segment: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Net sales: Petroleum $ 2,298 $ 2,474 $ 6,290 $ 7,497 Nitrogen Fertilizer 131 156 540 623 Other, including intersegment eliminations 93 69 215 96 Total net sales $ 2,522 $ 2,699 $ 7,045 $ 8,216 Operating income (loss): Petroleum $ 431 $ 137 $ 838 $ 564 Nitrogen Fertilizer 8 (12) 184 218 Other, including intersegment eliminations 6 (22) (22) (56) Total operating income (loss) 445 103 1,000 726 Interest expense, net (11) (19) (44) (67) Other income (expense), net 4 3 10 (81) Income before income tax expense $ 438 $ 87 $ 966 $ 578 Depreciation and amortization: Petroleum $ 50 $ 47 $ 141 $ 140 Nitrogen Fertilizer 23 22 59 64 Other 8 6 21 11 Total depreciation and amortization $ 81 $ 75 $ 221 $ 215 Capital expenditures: (2) Petroleum $ 26 $ 23 $ 79 $ 61 Nitrogen Fertilizer 8 25 18 38 Other (1) 17 20 51 59 Total capital expenditures $ 51 $ 68 $ 148 $ 158 The following table summarizes total assets by segment: (in millions) September 30, 2023 December 31, 2022 Petroleum $ 4,635 $ 4,354 Nitrogen Fertilizer 1,019 1,100 Other, including intersegment eliminations (1) (1,233) (1,335) Total assets $ 4,421 $ 4,119 (1) Other includes amounts for the Wynnewood Refinery’s renewable feedstock pretreater project. (2) Capital expenditures are shown exclusive of capitalized turnaround expenditures. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flows Related to Income Taxes, Interest, Leases, Capital Expenditures, and Deferred Financing Costs included in Accounts Payable, and Non-Cash Dividends | Cash flows related to income taxes, interest, leases, and capital and turnaround expenditures included in accounts payable were as follows: Nine Months Ended (in millions) 2023 2022 Supplemental disclosures: Cash paid for income taxes, net of refunds $ 88 $ 131 Cash paid for interest 76 78 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 13 13 Operating cash flows from finance leases 3 4 Financing cash flows from finance leases 5 4 Noncash investing and financing activities: Change in capital expenditures included in accounts payable (1) (2) 14 Change in turnaround expenditures included in accounts payable — (1) (1) Capital expenditures are shown exclusive of capitalized turnaround expenditures. |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash consisted of the following: (in millions) September 30, 2023 December 31, 2022 Cash and cash equivalents $ 889 $ 510 Restricted cash (1) 7 7 Cash, cash equivalents and restricted cash $ 896 $ 517 (1) The restricted cash balance is included within Prepaid expenses and other current assets on the condensed consolidated balance sheets. |
Schedule of Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following: (in millions) September 30, 2023 December 31, 2022 Cash and cash equivalents $ 889 $ 510 Restricted cash (1) 7 7 Cash, cash equivalents and restricted cash $ 896 $ 517 (1) The restricted cash balance is included within Prepaid expenses and other current assets on the condensed consolidated balance sheets. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Activity associated with the Company’s related party arrangements for the three and nine months ended September 30, 2023 and 2022 is summarized below: Related Party Activity Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Sales to related parties: CVRP JV CO Contract (1) $ 1 $ — $ 3 $ — Purchases from related parties: Enable Joint Venture Transportation Agreement 3 3 9 7 Midway Joint Venture Agreement (2) 6 6 17 16 Payments: Dividends (3) 107 214 178 242 (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 during the nine months ended September 30, 2023 and year ended December 31, 2022. |
Summary of Dividends Paid | The following tables present quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding): Quarterly Dividends Paid ( in millions ) Related Period Date Paid Quarterly Dividends Public Stockholders IEP Total 2022 - 4th Quarter March 13, 2023 $ 0.50 $ 15 $ 36 $ 50 2023 - 1st Quarter May 22, 2023 0.50 15 36 50 2023 - 2nd Quarter August 21, 2023 0.50 15 36 50 Total 2023 quarterly dividends $ 1.50 $ 44 $ 107 $ 151 Special Dividends Paid ( in millions ) Related Period Date Paid Special Dividends Public Stockholders IEP Total 2023 - 2nd Quarter August 21, 2023 $ 1.00 $ 29 $ 71 $ 101 Quarterly Dividends Paid ( in millions ) Related Period Date Paid Quarterly Dividends 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 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 |
Summary of Distributions Paid | The following tables present quarterly distributions paid by CVR Partners to its unitholders, including amounts received by the Company, during 2023 and 2022 (amounts presented in tables below may not add to totals presented due to rounding): Quarterly Distributions Paid (in millions) Related Period Date Paid Quarterly Distributions Public 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 2023 - 2nd Quarter August 21, 2023 4.14 28 16 44 Total 2023 quarterly distributions $ 25.07 $ 168 $ 98 $ 265 Quarterly Distributions Paid (in millions) Related Period Date Paid Quarterly Distributions Public 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 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 22, 2021 | Oct. 23, 2019 | |
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Stock Repurchase Program, authorized amount | $ 300,000,000 | ||||||
Recognition of deferred tax liability from change in book versus tax basis in CVR Partners | $ 1,000,000 | ||||||
Additional Paid-In Capital | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Noncontrolling interest, decrease (increase) from redemptions or purchase of interests | 2,000,000 | ||||||
Noncontrolling Interest | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Noncontrolling interest, decrease (increase) from redemptions or purchase of interests | $ 3,000,000 | ||||||
CVR Partners | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Stock Repurchase Program, authorized amount | $ 20,000,000 | ||||||
Percentage of interest held by the public | 63% | ||||||
Common stock repurchased (in shares) | 0 | 0 | 0 | 111,695 | |||
Cost, inclusive of transaction costs, of repurchase of outstanding common units | $ 12,000,000 | ||||||
Average price per common unit (in dollars per share) | $ 110.98 | ||||||
Amount remaining under Unit Repurchase Program | $ 0 | $ 0 | |||||
CVR Services | CVR Partners | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of common units owned by wholly-owned subsidiary | 37% | ||||||
CVR Services | CVR GP | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of common units owned by general partner | 100% | ||||||
Majority Shareholder | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Ownership percentage held by controlling stockholder | 66% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 278 | $ 297 |
Raw materials | 214 | 206 |
In-process inventories | 25 | 35 |
Parts, supplies and other | 93 | 86 |
Total inventories | $ 610 | $ 624 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant, and Equipment | ||
Finance lease, right-of-use asset, statement of financial position [extensible list] | Total property, plant and equipment, net | Total property, plant and equipment, net |
ROU finance leases | $ 81 | $ 79 |
Property, plant and equipment, gross | 4,773 | 4,626 |
Less: Accumulated depreciation and amortization | (2,546) | (2,379) |
Total property, plant and equipment, net | 2,227 | 2,247 |
Machinery and equipment | ||
Property, Plant, and Equipment | ||
Property, plant and equipment, gross | 4,265 | 4,194 |
Buildings and improvements | ||
Property, Plant, and Equipment | ||
Property, plant and equipment, gross | 87 | 86 |
Land and improvements | ||
Property, Plant, and Equipment | ||
Property, plant and equipment, gross | 73 | 72 |
Furniture and fixtures | ||
Property, Plant, and Equipment | ||
Property, plant and equipment, gross | 37 | 37 |
Construction in progress | ||
Property, Plant, and Equipment | ||
Property, plant and equipment, gross | 215 | 143 |
Other | ||
Property, Plant, and Equipment | ||
Property, plant and equipment, gross | $ 15 | $ 15 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant, and Equipment | ||||
Depreciation and amortization | $ 81 | $ 75 | $ 221 | $ 215 |
Property, Plant and Equipment | ||||
Property, Plant, and Equipment | ||||
Depreciation and amortization | $ 59 | $ 57 | $ 165 | $ 167 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 in mi bbl | |
CVRP JV | |
Related Party Transaction [Line Items] | |
Ownership percentage in joint venture | 50% |
Enable JV | |
Related Party Transaction [Line Items] | |
Ownership percentage in joint venture | 40% |
Pipeline diameter (in inches) | in | 12 |
Pipeline length (in miles) | mi | 26 |
Pipeline capacity, barrels per day | bbl | 20,000 |
Midway JV | |
Related Party Transaction [Line Items] | |
Ownership percentage in joint venture | 50% |
Pipeline diameter (in inches) | in | 16 |
Pipeline length (in miles) | mi | 99 |
Pipeline capacity, barrels per day | bbl | 131,000 |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Equity Method Investments [Roll Forward] | ||||
Balance at beginning of period | $ 102 | $ 103 | $ 76 | $ 76 |
CVRP JV inception | 46 | |||
Cash distributions | (4) | (4) | (22) | |
Equity income | 3 | 3 | 3 | |
Balance at end of period | 101 | 102 | 103 | 101 |
CVRP JV | ||||
Equity Method Investments [Roll Forward] | ||||
Balance at beginning of period | 26 | 27 | 0 | 0 |
CVRP JV inception | 46 | |||
Cash distributions | (1) | (1) | (19) | |
Equity income | 0 | 0 | 0 | |
Balance at end of period | 25 | 26 | 27 | 25 |
Transaction costs capitalized | 1 | |||
Enable JV | ||||
Equity Method Investments [Roll Forward] | ||||
Balance at beginning of period | 5 | 5 | 5 | 5 |
CVRP JV inception | 0 | |||
Cash distributions | (1) | (1) | (1) | |
Equity income | 1 | 1 | 1 | |
Balance at end of period | 5 | 5 | 5 | 5 |
Midway JV | ||||
Equity Method Investments [Roll Forward] | ||||
Balance at beginning of period | 71 | 71 | 71 | 71 |
CVRP JV inception | 0 | |||
Cash distributions | (2) | (2) | (2) | |
Equity income | 2 | 2 | 2 | |
Balance at end of period | $ 71 | $ 71 | $ 71 | $ 71 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 option | Jul. 14, 2022 USD ($) | Feb. 21, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of options to extend the lease term | option | 1 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease not yet commenced | $ 20 | ||
Operating lease not yet commenced | $ 8 | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease not yet commenced | $ 25 | ||
Operating lease not yet commenced | $ 12 |
Leases - Balance Sheet Summary
Leases - Balance Sheet Summary (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Lease liability | $ 36 | |
Finance Leases | ||
Lease liability | 46 | |
Pipeline and storage | ||
Operating Leases | ||
ROU assets, net | 13 | $ 16 |
Lease liability | 12 | 16 |
Finance Leases | ||
ROU assets, net | 18 | 20 |
Lease liability | 29 | 32 |
Railcars | ||
Operating Leases | ||
ROU assets, net | 9 | 11 |
Lease liability | 9 | 11 |
Finance Leases | ||
ROU assets, net | 0 | 0 |
Lease liability | 0 | 0 |
Real estate and other | ||
Operating Leases | ||
ROU assets, net | 16 | 13 |
Lease liability | 15 | 13 |
Finance Leases | ||
ROU assets, net | 14 | 15 |
Lease liability | $ 17 | $ 16 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 4 | $ 4 | $ 13 | $ 12 |
Finance lease expense: | ||||
Amortization of ROU asset | 1 | 2 | 4 | 5 |
Interest expense on lease liability | 1 | 1 | 3 | 4 |
Short-term lease expense | $ 3 | $ 3 | $ 8 | $ 7 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term | ||
Operating Leases | 3 years 10 months 24 days | 4 years 1 month 6 days |
Finance Leases | 5 years 6 months | 6 years 3 months 18 days |
Weighted-average discount rate | ||
Operating Leases | 5.60% | 5.20% |
Finance Leases | 9% | 9% |
Leases - Remaining Minimum Leas
Leases - Remaining Minimum Lease Payments (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 5 |
2024 | 14 |
2025 | 9 |
2026 | 7 |
2027 | 3 |
Thereafter | 3 |
Total lease payments | 41 |
Less: imputed interest | (5) |
Total lease liability | 36 |
Finance Leases | |
Remainder of 2023 | 4 |
2024 | 11 |
2025 | 11 |
2026 | 11 |
2027 | 10 |
Thereafter | 12 |
Total lease payments | 59 |
Less: imputed interest | (13) |
Total lease liability | $ 46 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued Renewable Fuel Standards (“RFS”) obligation | $ 413 | $ 692 |
Share-based compensation | 52 | 31 |
Accrued taxes other than income taxes | 47 | 51 |
Personnel accruals | 45 | 47 |
Accrued income taxes | 44 | 0 |
Derivatives | 37 | 4 |
Deferred revenue | 39 | 48 |
Accrued interest | 19 | 24 |
Operating lease liabilities | $ 13 | $ 15 |
Operating lease, liability, current, statement of financial position [extensible list] | Total other current liabilities | Total other current liabilities |
Current portion of finance lease obligations | $ 7 | $ 6 |
Other accrued expenses and liabilities | 29 | 24 |
Total other current liabilities | $ 745 | $ 942 |
Long-Term Debt and Finance Le_3
Long-Term Debt and Finance Lease Obligations - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease, liability, noncurrent, statement of financial position [extensible list] | Total long-term debt and finance lease obligations, net of current portion | Total long-term debt and finance lease obligations, net of current portion |
Total long-term debt and finance lease obligations, net of current portion | $ 1,583 | $ 1,585 |
Current portion of finance lease obligations | 7 | 6 |
Total long-term debt and finance lease obligations, including current portion | 1,590 | 1,591 |
CVR Energy | ||
Debt Instrument [Line Items] | ||
Unamortized discount and debt issuance costs | (3) | (4) |
Total debt | $ 997 | 996 |
Senior Notes | CVR Energy | 5.25% Senior Notes, due February 2025 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.25% | |
Total long-term debt, net of current portion, before finance lease obligations, debt issuance costs and discount | $ 600 | 600 |
Senior Notes | CVR Energy | 5.75% Senior Notes, due February 2028 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.75% | |
Total long-term debt, net of current portion, before finance lease obligations, debt issuance costs and discount | $ 400 | 400 |
CVR Partners | ||
Debt Instrument [Line Items] | ||
Unamortized discount and debt issuance costs | (3) | (3) |
Total debt | $ 547 | 547 |
CVR Partners | Senior Notes | 6.125% Senior Secured Notes, due June 2028 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.125% | |
Total long-term debt, net of current portion, before finance lease obligations, debt issuance costs and discount | $ 550 | 550 |
CVR Refining, LP (“CVR Refining”): | ||
Debt Instrument [Line Items] | ||
Finance lease obligations, net of current portion | 39 | 42 |
Total long-term debt and finance lease obligations, net of current portion | $ 39 | $ 42 |
Long-Term Debt and Finance Le_4
Long-Term Debt and Finance Lease Obligations - Credit Agreement (Details) - Line of Credit - Revolving Credit Facility - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 26, 2023 |
CVR Partners LP [Member] | Asset Based (“Nitrogen Fertilizer ABL”) Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Total Available Borrowing Capacity | $ 48 | $ 50 |
Amount Borrowed | 0 | |
Outstanding Letters of Credit | 0 | |
Available Capacity | 48 | |
CVR Refining: | Amended and Restated Asset Based (“Petroleum ABL”) Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Total Available Borrowing Capacity | 275 | |
Amount Borrowed | 0 | |
Outstanding Letters of Credit | 24 | |
Available Capacity | $ 251 |
Long-Term Debt and Finance Le_5
Long-Term Debt and Finance Lease Obligations - CVR Partners (Details) - Revolving Credit Facility - Asset Based (“Nitrogen Fertilizer ABL”) Credit Agreement - Line of Credit - CVR Partners LP [Member] - USD ($) $ in Millions | Sep. 26, 2023 | Sep. 30, 2023 |
Line of Credit Facility [Line Items] | ||
Incremental facility, increase limit | $ 15 | |
Total Available Borrowing Capacity | $ 50 | $ 48 |
Line of credit facility, expiration period | 4 years |
Revenue - Revenue Disaggregated
Revenue - Revenue Disaggregated by Major Product (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,522 | $ 2,699 | $ 7,045 | $ 8,216 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligation, expected timing of satisfaction, period | 7 years 3 months | 7 years 3 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligation, expected timing of satisfaction, period | 3 years | 3 years | ||
Revenue from product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | $ 2,514 | 2,687 | $ 6,984 | 8,186 |
Gasoline | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 1,186 | 1,207 | 3,287 | 3,732 |
Distillates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 1,124 | 1,252 | 2,956 | 3,589 |
Ammonia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 22 | 22 | 116 | 125 |
UAN | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 86 | 119 | 354 | 438 |
Urea products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 8 | 6 | 23 | 26 |
Freight revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 15 | 11 | 45 | 40 |
Other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 73 | 70 | 203 | 236 |
Crude oil sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 8 | 12 | 60 | 29 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Other revenue | $ 0 | 0 | $ 1 | 1 |
Nitrogen Fertilizer Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligation, expected timing of satisfaction, period | 3 months | 3 months | ||
Nitrogen Fertilizer Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | ||
Operating Segments | Petroleum | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,298 | 2,474 | $ 6,290 | 7,497 |
Operating Segments | Petroleum | Revenue from product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 2,290 | 2,462 | 6,229 | 7,467 |
Operating Segments | Petroleum | Gasoline | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 1,186 | 1,207 | 3,287 | 3,732 |
Operating Segments | Petroleum | Distillates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 1,057 | 1,202 | 2,806 | 3,513 |
Operating Segments | Petroleum | Ammonia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Operating Segments | Petroleum | UAN | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Operating Segments | Petroleum | Urea products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Operating Segments | Petroleum | Freight revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 5 | 4 | 13 | 13 |
Operating Segments | Petroleum | Other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 42 | 49 | 123 | 209 |
Operating Segments | Petroleum | Crude oil sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 8 | 12 | 60 | 29 |
Operating Segments | Petroleum | Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Other revenue | 0 | 0 | 1 | 1 |
Operating Segments | Nitrogen Fertilizer Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 131 | 156 | 540 | 623 |
Operating Segments | Nitrogen Fertilizer Segment | Revenue from product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 131 | 156 | 540 | 623 |
Operating Segments | Nitrogen Fertilizer Segment | Gasoline | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Operating Segments | Nitrogen Fertilizer Segment | Distillates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Operating Segments | Nitrogen Fertilizer Segment | Ammonia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 22 | 22 | 116 | 125 |
Operating Segments | Nitrogen Fertilizer Segment | UAN | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 86 | 119 | 354 | 438 |
Operating Segments | Nitrogen Fertilizer Segment | Urea products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 8 | 6 | 23 | 26 |
Operating Segments | Nitrogen Fertilizer Segment | Freight revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 10 | 7 | 32 | 27 |
Operating Segments | Nitrogen Fertilizer Segment | Other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 5 | 2 | 15 | 7 |
Operating Segments | Nitrogen Fertilizer Segment | Crude oil sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Operating Segments | Nitrogen Fertilizer Segment | Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Other revenue | 0 | 0 | 0 | 0 |
Other / Elimination | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 93 | 69 | 215 | 96 |
Other / Elimination | Revenue from product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 93 | 69 | 215 | 96 |
Other / Elimination | Gasoline | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Other / Elimination | Distillates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 67 | 50 | 150 | 76 |
Other / Elimination | Ammonia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Other / Elimination | UAN | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Other / Elimination | Urea products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Other / Elimination | Freight revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Other / Elimination | Other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 26 | 19 | 65 | 20 |
Other / Elimination | Crude oil sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from product sales | 0 | 0 | 0 | 0 |
Other / Elimination | Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Other revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 7 years 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 3 years |
Nitrogen Fertilizer Segment | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 2 |
Nitrogen Fertilizer Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 3 months |
Nitrogen Fertilizer Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue - Deferred Revenue (Det
Revenue - Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Less: | ||
Less: Current portion of deferred revenue | $ (39) | $ (48) |
Nitrogen Fertilizer Segment | ||
Change in Contract with Customer, Liability [Roll Forward] | ||
Balance at beginning of period | 48 | |
Add: | ||
New prepay contracts entered into during the period | 44 | |
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 | (46) | |
Revenue recognized related to contracts entered into during the period | (11) | |
Revenue recognized related to noncash consideration | (5) | |
Other changes | (1) | |
Balance at end of period | 74 | |
Less: Current portion of deferred revenue | (39) | |
Total long-term deferred revenue | $ 35 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements - Outstanding Positions Held (Details) - MBbls MBbls in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Forwards | Crude | Sell Position | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 123 | |
Forwards | Crude | Purchase Commitments | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 373 | |
Swaps | NYMEX Diesel Cracks | Sell Position | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 6,825 | 0 |
Swaps | NYMEX RBOB Cracks | Sell Position | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 2,025 | 0 |
Swaps | NYMEX 2-1-1 Cracks | Sell Position | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 4,530 | 0 |
Futures | Crude | Sell Position | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 50 | 150 |
Futures | ULSD | Sell Position | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 0 | 215 |
Futures | Soybean | Sell Position | ||
Derivative [Line Items] | ||
Outstanding notional buy (sell) positions | 0 | 109 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Additional Information (Details) derivative in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) derivative | Dec. 31, 2022 USD ($) | |
Derivative [Line Items] | |||
Collateral under master netting arrangements not offset against the derivatives | $ 20 | $ 7 | |
Aggregate fair value of derivative liabilities | 35 | ||
Fair value of collateral for derivative liabilities | $ 2 | ||
CVRP JV inception | $ 46 | ||
CVRP JV | |||
Derivative [Line Items] | |||
CVRP JV inception | $ 46 | ||
RINs | Purchase Commitments | |||
Derivative [Line Items] | |||
Outstanding positions | derivative | 28 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Fair Value Measurements - Schedule of Realized and Unrealized Gains (Losses) on Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total (loss) gain on derivatives, net | $ (106) | $ 23 | $ (65) | $ (43) |
Forwards | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total (loss) gain on derivatives, net | 3 | 13 | 13 | 18 |
Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total (loss) gain on derivatives, net | (98) | (1) | (69) | (48) |
Futures | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total (loss) gain on derivatives, net | $ (11) | $ 11 | $ (9) | $ (13) |
Derivative Financial Instrume_6
Derivative Financial Instruments and Fair Value Measurements - Schedule of Offsetting Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid expenses and other current assets | ||
Derivative Assets | ||
Derivative Assets | $ 0 | $ 0 |
Collateral Netting | 0 | 1 |
Net Value | 0 | 0 |
Derivative Liabilities | ||
Derivative Liabilities | 0 | (1) |
Other current liabilities | ||
Derivative Assets | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | ||
Derivative Liabilities | (39) | (4) |
Collateral Netting | 2 | 0 |
Net Value | (37) | (4) |
Other long-term liabilities | ||
Derivative Assets | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | ||
Derivative Liabilities | (2) | 0 |
Collateral Netting | 0 | 0 |
Net Value | $ (2) | $ 0 |
Derivative Financial Instrume_7
Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | $ (37) | $ (4) |
Recurring | ||
Fair value measurements | ||
Total liabilities | (1,894) | (2,090) |
Recurring | Commodity Contract | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | (4) | |
Other current liabilities (derivative financial instruments) | Recurring | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | (37) | |
Other long-term liabilities (derivative financial instruments) | (2) | |
Level 1 | Recurring | ||
Fair value measurements | ||
Total liabilities | 0 | 0 |
Level 1 | Recurring | Commodity Contract | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | 0 | |
Level 1 | Other current liabilities (derivative financial instruments) | Recurring | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | 0 | |
Other long-term liabilities (derivative financial instruments) | 0 | |
Level 2 | Recurring | ||
Fair value measurements | ||
Total liabilities | (1,894) | (2,090) |
Level 2 | Recurring | Commodity Contract | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | (4) | |
Level 2 | Other current liabilities (derivative financial instruments) | Recurring | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | (37) | |
Other long-term liabilities (derivative financial instruments) | (2) | |
Level 3 | Recurring | ||
Fair value measurements | ||
Total liabilities | 0 | 0 |
Level 3 | Recurring | Commodity Contract | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | 0 | |
Level 3 | Other current liabilities (derivative financial instruments) | Recurring | ||
Fair value measurements | ||
Other current liabilities (derivative financial instruments) | 0 | |
Other long-term liabilities (derivative financial instruments) | 0 | |
Other current liabilities | Other current liabilities (RFS obligations) | Recurring | ||
Fair value measurements | ||
Other current liabilities (RFS obligations) | (413) | (692) |
Other current liabilities | Level 1 | Other current liabilities (RFS obligations) | Recurring | ||
Fair value measurements | ||
Other current liabilities (RFS obligations) | 0 | 0 |
Other current liabilities | Level 2 | Other current liabilities (RFS obligations) | Recurring | ||
Fair value measurements | ||
Other current liabilities (RFS obligations) | (413) | (692) |
Other current liabilities | Level 3 | Other current liabilities (RFS obligations) | Recurring | ||
Fair value measurements | ||
Other current liabilities (RFS obligations) | 0 | 0 |
Long-term debt | Recurring | ||
Fair value measurements | ||
Long-term debt | (1,442) | (1,394) |
Long-term debt | Level 1 | Recurring | ||
Fair value measurements | ||
Long-term debt | 0 | 0 |
Long-term debt | Level 2 | Recurring | ||
Fair value measurements | ||
Long-term debt | (1,442) | (1,394) |
Long-term debt | Level 3 | Recurring | ||
Fair value measurements | ||
Long-term debt | $ 0 | $ 0 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation | ||||
Total share-based compensation expense | $ 15 | $ 13 | $ 30 | $ 49 |
Phantom Unit Awards | CVR Partners | CVR Partners LTIP | ||||
Share-Based Compensation | ||||
Total share-based compensation expense | 3 | 9 | 7 | 20 |
Incentive Unit Awards | ||||
Share-Based Compensation | ||||
Total share-based compensation expense | $ 12 | $ 4 | $ 23 | $ 29 |
Commitments and Contingencies -
Commitments and Contingencies - Crude Oil Supply Agreement (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Crude Oil Supply Agreement | Petroleum Segment | Contracted Volume | Supplier Concentration Risk | ||||
Loss Contingencies [Line Items] | ||||
Volume contracted under crude oil supply agreement as percentage of total crude oil purchases | 23% | 30% | 24% | 33% |
Commitment and Contingencies -
Commitment and Contingencies - 45Q Transaction (Details) - CVRP JV - Collaborative Arrangement, Transaction with Party to Collaborative Arrangement and Third Party - CRNF $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Loss Contingencies [Line Items] | |
Collaborative arrangement, fee threshold per year | $ 15 |
Fees threshold cap | $ 45 |
Commitments and Contingencies_2
Commitments and Contingencies - RFS (Details) - Petroleum Segment - Environmental, Health, and Safety Matters - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||
Expense (benefit) for compliance with RFS | $ (135) | $ 86 | $ (99) | $ 328 | |
RFS obligation | $ 413 | $ 413 | $ 692 |
Commitments and Contingencies_3
Commitments and Contingencies - Litigation (Details) $ in Millions | 1 Months Ended | |
Sep. 30, 2023 USD ($) | Jul. 31, 2023 petition | |
Loss Contingencies [Line Items] | ||
Number of petitions EPA denied | petition | 26 | |
Call Option Lawsuits | ||
Loss Contingencies [Line Items] | ||
Indemnity insurance, coverage limit | $ | $ 50 |
Business Segments - Additional
Business Segments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Business Segments - Summary of
Business Segments - Summary of Operating Results and Capital Expenditures by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net sales: | $ 2,522 | $ 2,699 | $ 7,045 | $ 8,216 | |
Operating income (loss): | 445 | 103 | 1,000 | 726 | |
Interest expense, net | (11) | (19) | (44) | (67) | |
Other income (expense), net | 4 | 3 | 10 | (81) | |
Income before income tax expense | 438 | 87 | 966 | 578 | |
Depreciation and amortization: | 81 | 75 | 221 | 215 | |
Capital expenditures | 51 | 68 | 148 | 158 | |
Total assets | 4,421 | 4,421 | $ 4,119 | ||
Operating Segments | Petroleum | |||||
Segment Reporting Information [Line Items] | |||||
Net sales: | 2,298 | 2,474 | 6,290 | 7,497 | |
Operating income (loss): | 431 | 137 | 838 | 564 | |
Depreciation and amortization: | 50 | 47 | 141 | 140 | |
Capital expenditures | 26 | 23 | 79 | 61 | |
Total assets | 4,635 | 4,635 | 4,354 | ||
Operating Segments | Nitrogen Fertilizer | |||||
Segment Reporting Information [Line Items] | |||||
Net sales: | 131 | 156 | 540 | 623 | |
Operating income (loss): | 8 | (12) | 184 | 218 | |
Depreciation and amortization: | 23 | 22 | 59 | 64 | |
Capital expenditures | 8 | 25 | 18 | 38 | |
Total assets | 1,019 | 1,019 | 1,100 | ||
Other, including intersegment eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales: | 93 | 69 | 215 | 96 | |
Operating income (loss): | 6 | (22) | (22) | (56) | |
Depreciation and amortization: | 8 | 6 | 21 | 11 | |
Capital expenditures | 17 | $ 20 | 51 | $ 59 | |
Total assets | $ (1,233) | $ (1,233) | $ (1,335) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash Flows Related to Income Taxes, Interest, Leases, Capital Expenditures, and Deferred Financing Costs Included in Accounts Payable, and Non-Cash Dividends (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental disclosures: | ||
Cash paid for income taxes, net of refunds | $ 88 | $ 131 |
Cash paid for interest | 76 | 78 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 13 | 13 |
Operating cash flows from finance leases | 3 | 4 |
Financing cash flows from finance leases | 5 | 4 |
Noncash investing and financing activities: | ||
Change in capital expenditures included in accounts payable | (2) | 14 |
Change in turnaround expenditures included in accounts payable | $ 0 | $ (1) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 889 | $ 510 | ||
Restricted cash | 7 | 7 | ||
Cash, cash equivalents and restricted cash | $ 896 | $ 517 | $ 625 | $ 517 |
Related Party Transactions - Ex
Related Party Transactions - Expenses from Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Net sales | $ 2,522 | $ 2,699 | $ 7,045 | $ 8,216 |
Dividends | 251 | 342 | ||
Related Party | CVRP JV CO Contract | ||||
Related Party Transaction [Line Items] | ||||
Net sales | 1 | 0 | 3 | 0 |
Related Party | Enable Joint Venture Transportation Agreement | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties: | 3 | 3 | 9 | 7 |
Related Party | Midway Joint Venture Agreement | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties: | 6 | 6 | 17 | 16 |
Dividends | ||||
Related Party Transaction [Line Items] | ||||
Dividends | $ 107 | $ 214 | $ 178 | $ 242 |
Related Party Transactions - Di
Related Party Transactions - Dividends to CVR Energy Stockholders (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 20, 2023 | Oct. 30, 2023 | Aug. 21, 2023 | May 22, 2023 | Mar. 13, 2023 | Nov. 21, 2022 | Aug. 22, 2022 | May 23, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Quarterly dividends per share (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.40 | $ 0.40 | $ 0.40 | $ 0 | $ 1.50 | $ 1.20 | ||
Quarterly dividends paid | $ 50 | $ 50 | $ 50 | $ 40 | $ 40 | $ 40 | $ 151 | $ 121 | |||
Special dividend declared (in dollars per share) | $ 1 | $ 1 | $ 2.60 | $ 3.60 | |||||||
Special dividends | $ 101 | $ 101 | $ 261 | $ 362 | |||||||
Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Special dividend declared (in dollars per share) | $ 1.50 | ||||||||||
Special dividends | $ 151 | ||||||||||
Dividends declared per share (in dollars per share) | $ 0.50 | ||||||||||
Dividends, cash | $ 50 | ||||||||||
Subsequent Event | IEP | Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from dividends received | $ 33 | ||||||||||
Proceeds from special dividend received | $ 100 | ||||||||||
Public Stockholders | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Quarterly dividends paid | 15 | 15 | 15 | 12 | 12 | 12 | 44 | 35 | |||
Special dividends | 29 | 29 | 76 | 106 | |||||||
IEP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Quarterly dividends paid | 36 | $ 36 | $ 36 | 28 | 28 | $ 28 | $ 107 | 85 | |||
Special dividends | $ 71 | $ 71 | $ 185 | $ 256 |
Related Party Transactions - _2
Related Party Transactions - Distributions to CVR Partners' Unitholders (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 20, 2023 | Oct. 30, 2023 | Aug. 21, 2023 | May 22, 2023 | Mar. 13, 2023 | Nov. 21, 2022 | Aug. 22, 2022 | May 23, 2022 | Mar. 14, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
CVR Partners | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Quarterly distributions per common unit (in dollars per share) | $ 4.14 | $ 10.43 | $ 10.50 | $ 1.77 | $ 10.05 | $ 2.26 | $ 5.24 | $ 25.07 | $ 19.32 | ||
Quarterly distributions paid | $ 44 | $ 110 | $ 111 | $ 19 | $ 106 | $ 24 | $ 56 | $ 265 | $ 205 | ||
CVR Partners | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Distributions declared (in dollars per share) | $ 1.55 | ||||||||||
Distributions declared | $ 16 | ||||||||||
CVR Partners | CVR Energy | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Quarterly distributions paid | 16 | 41 | 41 | 7 | 39 | 9 | 20 | 98 | 75 | ||
CVR Partners | Public Unitholders | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Quarterly distributions paid | $ 28 | $ 70 | $ 70 | $ 12 | $ 67 | $ 15 | $ 36 | $ 168 | $ 130 | ||
CVR Energy | Subsequent Event | Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from distribution | $ 6 |