Financial Performance - CVR Energy's preliminary estimated consolidated net loss for Q4 2025 is projected to be between $125 million and $110 million, with a net loss attributable to stockholders between $120 million and $105 million[2]. - EBITDA for Q4 2025 is estimated to range from $40 million to $60 million, while Adjusted EBITDA is expected to be between $78 million and $102 million[11]. - For the full year 2025, net income is estimated to be between $81 million and $96 million, with Adjusted EBITDA expected to range from $380 million to $404 million[11]. Operational Insights - Total refining throughput for Q4 2025 is estimated to be between 210,000 and 220,000 barrels per day, with an ammonia utilization rate projected between 60% and 65%[2]. - The company anticipates no planned turnarounds in its Petroleum segment for 2026, which is expected to positively impact operations[2]. - The reversion of the renewable diesel unit at Wynnewood back to hydrocarbon processing was completed in December 2025, with expected operational benefits[2]. Financial Position - Cash and cash equivalents are estimated to remain stable at between $500 million and $520 million[2]. - Total long-term debt and finance lease obligations are projected to be between $1.7 billion and $1.8 billion[2]. Future Outlook - The company is optimistic about the future growth prospects following the completion of the renewable diesel unit reversion[12]. - Management emphasizes the importance of non-GAAP measures like EBITDA and Adjusted EBITDA for evaluating performance and profitability[8].

Core Viewpoint - CVR Energy, Inc. (CVI) shares have experienced significant volatility over the past year, gaining 39% due to widening crack spreads and regulatory relief, but are down 30% from their highs in early fall [1] Summary by Relevant Sections - **Stock Performance** - CVR Energy shares gained 39% as crack spreads widened and regulatory relief emerged [1] - The shares are currently down 30% from their highs in early fall [1] - On a recent Monday, the stock price jumped significantly [1] - **Market Context** - The company has been subject to macroeconomic factors influencing its stock performance [1] - The volatility reflects broader market trends and investor sentiment [1] - **Investment Strategy** - The analysis suggests a contrarian investment approach based on macro views and turnaround stories to achieve favorable risk/reward profiles [1]

Core Viewpoint - CVR Energy, Inc. (CVI) shares have experienced significant volatility over the past year, gaining 39% due to widening crack spreads and regulatory relief, but are down 30% from their highs in early fall [1] Summary by Relevant Sections - **Stock Performance** - CVR Energy shares have gained 39% over the past year [1] - The stock is currently down 30% from its peak in early fall [1] - A notable jump in share price occurred on Monday [1] - **Market Dynamics** - The increase in share price is attributed to widening crack spreads [1] - Regulatory relief has also played a role in the stock's performance [1] - **Investment Strategy** - The company has a history of making contrarian bets based on macro views and turnaround stories to achieve outsized returns [1]

Financial Performance - Net sales for Q3 2025 were $1,944 million, a 6.1% increase from $1,833 million in Q3 2024[23] - Operating income for Q3 2025 was $512 million, compared to a loss of $113 million in Q3 2024[23] - Net income attributable to CVR Energy stockholders for Q3 2025 was $374 million, a significant recovery from a loss of $124 million in Q3 2024[23] - Basic and diluted earnings per share for Q3 2025 were $3.72, compared to a loss of $1.24 per share in Q3 2024[23] - For the nine months ended September 30, 2025, net income increased to $206 million compared to $5 million in the same period of 2024, representing a significant improvement[29] - For the third quarter of 2025, CVR Energy reported consolidated net sales of $1,944 million, an increase from $1,833 million in the same period of 2024, representing a growth of 6%[94] - The company incurred a net income of $401 million for the third quarter of 2025, a substantial improvement from a net loss of $122 million in the same quarter of 2024[94][95] Assets and Liabilities - Total assets decreased to $3,992 million as of September 30, 2025, down from $4,263 million at the end of 2024[21] - Total current liabilities decreased to $755 million as of September 30, 2025, from $1,098 million at the end of 2024, reflecting improved liquidity[21] - Long-term debt decreased to $1,827 million as of September 30, 2025, down from $1,907 million at the end of 2024[21] - The accumulated deficit improved to $(667) million as of September 30, 2025, from $(804) million at the end of 2024[21] - Cash and cash equivalents decreased to $670 million as of September 30, 2025, from $987 million at the end of 2024[21] - Total equity increased to $1,041 million as of September 30, 2025, up from $888 million at the end of 2024[21] Segment Performance - The Petroleum Segment generated revenue of $1,736 million for the three months ended September 30, 2025, compared to $1,645 million in 2024, reflecting an increase of 5.5%[62] - The Renewables Segment reported revenue of $44 million for the three months ended September 30, 2025, down from $64 million in 2024, a decrease of 31.3%[62] - The Nitrogen Fertilizer Segment achieved revenue of $164 million for the three months ended September 30, 2025, up from $124 million in 2024, marking a growth of 32.3%[62] - Operating income for the Petroleum segment was $518 million, compared to an operating loss of $119 million in the same quarter of 2024, indicating a significant turnaround[94][95] - The Nitrogen Fertilizer segment achieved operating income of $132 million for the nine months ended September 30, 2025, compared to an operating loss of $63 million in the same period of 2024[96] Cash Flow and Investments - Cash flows from operating activities decreased to $144 million in 2025 from $306 million in 2024, indicating a decline of approximately 53%[29] - Net cash used in investing activities increased to $309 million in 2025 from $164 million in 2024, reflecting a rise of approximately 88%[29] - Capital expenditures for the nine months ended September 30, 2025, were $130 million, slightly higher than $124 million in 2024[29] - Capital expenditures for the third quarter of 2025 totaled $40 million, down from $39 million in the same quarter of 2024[94][95] Tax and Compliance - The effective income tax rate for the nine months ended September 30, 2025, was (1.6)%, a significant change from 155.0% in the same period of 2024[44] - The effective tax rate for the three months ended September 30, 2025, was 17.9%, reflecting an increase in overall pretax earnings compared to the previous year[181] - The company recognized a benefit of $417 million for RFS compliance for the three months ended September 30, 2025, compared to an expense of $86 million for the same period in 2024[82] Operational Changes and Future Plans - The company plans to revert the renewable diesel unit at the Wynnewood Refinery back to hydrocarbon processing service in December 2025 due to unfavorable economics in the renewables business[32] - The company expects to maintain the option to switch back to renewable diesel service if incentivized, despite the current shift back to hydrocarbon processing[32] - The company is investing approximately $136 million to replace the hydrofluoric acid catalyst alkylation unit at the Wynnewood Refinery, expected to increase production capacity by about 2,500 bpd and operational by late 2027[132] - A distillate yield improvement project at the Wynnewood Refinery is projected to increase distillate production by up to 2,400 bpd, with a capital requirement reduced to $3 million[132] Legal and Regulatory Matters - The company is currently involved in litigation related to a $60 million settlement demand from plaintiffs in a lawsuit regarding a fire at the Wynnewood Refinery[86] - A lawsuit was filed against CVR Energy in October 2025 regarding an ammonia release incident, but the company cannot yet determine its potential material adverse effect on financials[87] Market Conditions and Economic Factors - The ongoing geopolitical risks, including the Russia-Ukraine war, have led to significant volatility in global markets, impacting oil, fertilizer, and agriculture industries[116] - The One Big Beautiful Bill Act signed on July 4, 2025, is expected to spur U.S. GDP growth through business investments and consumer spending, potentially increasing demand for refined products[125] - The regulatory environment remains uncertain, with potential impacts from changes in U.S. global trade policy and climate-related regulations[119]

Financial Data and Key Metrics Changes - For Q3 2025, consolidated net income was $401 million, with earnings per share at $3.72 and EBITDA of $625 million, including a $488 million benefit from small refinery exemptions [4][10] - Adjusted EBITDA for the quarter was $180 million, with adjusted earnings per share at $0.40, reflecting a significant impact from RFS liability changes and inventory valuation [10][11] - The estimated accrued RFS obligation on the balance sheet was $93 million as of September 30, representing 90 million RINs marked to market at an average price of $1.03 [11] Business Line Data and Key Metrics Changes - In the petroleum segment, adjusted EBITDA was $120 million for Q3, driven by increased Group 3 benchmark cracks and higher throughput volumes [10][12] - The ammonia utilization rate in the fertilizer segment was 95%, down from 97% in Q3 2024, with higher nitrogen fertilizer prices compared to the previous year [8][13] - The renewable segment reported an adjusted EBITDA loss of $7 million, a decline from an $8 million profit in Q3 2024, primarily due to increased soybean oil prices and the loss of the blenders' tax credit [12][13] Market Data and Key Metrics Changes - Group 3 benchmark cracks averaged $25.97 per barrel in Q3 2025, up from $19.40 per barrel in the previous year [5][10] - Average RIN prices for Q3 were approximately $6.33 per barrel, nearly 25% of the Group 3 2-1-1 crack [5] - Fertilizer prices remained high due to tight global supplies, with ammonia priced at approximately $700 per ton and urea ammonium nitrate at $360 per ton [23] Company Strategy and Development Direction - The company plans to revert the renewable diesel unit back to hydrocarbon processing during the next scheduled turnaround in December, citing profitability concerns in the renewable space [21][22] - The management remains cautiously optimistic about the refining sector, anticipating stable demand and limited new refining capacity, which could support healthy crack spreads [19][20] - The company is focused on returning the balance sheet to targeted leverage and prioritizing paying down the term loan with excess cash flow [24][25] Management's Comments on Operating Environment and Future Outlook - Management noted that refining market conditions improved in Q3, with steady refined product demand and inventories near five-year averages [18] - The company expressed concerns about the renewable business's reliance on government support, which has been lacking, impacting profitability [21] - Future pipeline projects are expected to positively impact the Mid-Continent region, providing relief for product movement [28] Other Important Information - The company ended Q3 with a consolidated cash balance of $670 million and total liquidity of approximately $830 million [14][15] - Significant cash uses included $43 million for capital and turnaround spending and $20 million for term loan repayment [14] Q&A Session Summary Question: Pipeline projects and shipping commitments - Management acknowledged the potential positive impact of new pipeline projects for Mid-Continent refiners but has not yet decided on shipping commitments [27][28] Question: Renewable diesel plant utilization - The renewable diesel unit will be mothballed, with plans to find new uses for logistical assets, but the pretreatment plant will be shut down [29][30] Question: Renewable diesel conversion costs - The conversion back to hydrocarbon processing is primarily a catalyst change, with low costs associated with mothballing the unit [36][40] Question: RIN obligation strategy - The company plans to monitor RIN obligations closely and is preparing to purchase RINs to meet compliance deadlines [46][47] Question: Dividend restart timeline - Management indicated that predicting the right debt levels for restarting dividends is challenging, but the refining environment appears favorable for future growth [52][54]

Core Viewpoint - CVR Energy reported quarterly earnings of $0.4 per share, exceeding the Zacks Consensus Estimate of $0.2 per share, and showing a significant improvement from a loss of $0.5 per share a year ago, indicating a strong earnings surprise of +100.00% [1] Financial Performance - The company achieved revenues of $1.94 billion for the quarter ended September 2025, surpassing the Zacks Consensus Estimate by 0.98% and reflecting a year-over-year increase from $1.83 billion [2] - Over the last four quarters, CVR has exceeded consensus EPS estimates three times and has also topped consensus revenue estimates three times [2] Stock Performance - CVR shares have increased approximately 104.9% since the beginning of the year, significantly outperforming the S&P 500's gain of 17.2% [3] Future Outlook - The company's earnings outlook will be crucial for determining the sustainability of its stock price movement, with current consensus EPS estimates for the upcoming quarter at $0.13 on revenues of $1.93 billion, and for the current fiscal year at -$0.56 on revenues of $7.26 billion [7] - The Zacks Rank for CVR is currently 3 (Hold), indicating that shares are expected to perform in line with the market in the near future [6] Industry Context - The Oil and Gas - Refining and Marketing industry, to which CVR belongs, is currently ranked in the top 10% of over 250 Zacks industries, suggesting a favorable outlook for stocks within this sector [8]

Financial Performance - CVR Energy reported earnings per diluted share of $3.72 and adjusted earnings per diluted share of $0.40 for Q3 2025, compared to a loss of $1.24 and an adjusted loss of $0.50 in Q3 2024[2]. - For the three months ended September 30, 2025, net sales increased to $1,944 million, compared to $1,833 million in the same period of 2024, representing a growth of 6.1%[42]. - The operating income for the three months ended September 30, 2025, was $512 million, a significant recovery from a loss of $113 million in the same period of 2024[42]. - The net income attributable to CVR Energy stockholders for the three months ended September 30, 2025, was $374 million, compared to a loss of $124 million in the same period of 2024[42]. - Adjusted EBITDA for the three months ended September 30, 2025, was $180 million, up from $63 million in the same period of 2024[42]. - Free cash flow for the three months ended September 30, 2025, was $121 million, compared to $13 million in the same period of 2024[44]. - Net income for Q3 2025 was $401 million, a significant recovery from a net loss of $122 million in Q3 2024[65]. - Adjusted EBITDA for Q3 2025 was $180 million, compared to $63 million in Q3 2024, indicating improved operational efficiency[65]. - Free cash flow for Q3 2025 was $121 million, up from $13 million in Q3 2024, reflecting better cash management[67]. Segment Performance - The Petroleum Segment achieved a net income of $520 million and EBITDA of $572 million in Q3 2025, compared to a net loss of $110 million and an EBITDA loss of $75 million in Q3 2024[4]. - The Nitrogen Fertilizer Segment reported net income of $43 million and EBITDA of $71 million on net sales of $164 million for Q3 2025, compared to net income of $4 million and EBITDA of $36 million on net sales of $125 million in Q3 2024[12]. - The Renewables Segment reported a net loss of $51 million and an EBITDA loss of $15 million in Q3 2025, compared to net income of $3 million and EBITDA of $9 million in Q3 2024[8]. - Total nitrogen fertilizer EBITDA for the nine months ended September 30, 2025, reached $191 million, compared to $129 million for the same period in 2024[74]. Operational Metrics - Combined total throughput for Q3 2025 was approximately 216,000 barrels per day, up from 189,000 barrels per day in Q3 2024[5]. - Refining margin for Q3 2025 was $708 million, or $35.65 per total throughput barrel, compared to $44 million, or $2.53 per barrel in Q3 2024[6]. - Total throughput for the petroleum segment increased to 215,968 bpd in Q3 2025, up from 189,294 bpd in Q3 2024[50]. - The total production for the petroleum segment reached 214,088 bpd in Q3 2025, compared to 188,290 bpd in Q3 2024, reflecting a utilization rate of 96.6%[51]. - The ammonia utilization rate for the nitrogen fertilizer segment was 95% for Q3 2025, slightly down from 97% in Q3 2024[57]. Cash and Debt Management - Consolidated cash and cash equivalents were $670 million at September 30, 2025, a decrease of $317 million from December 31, 2024[16]. - Cash and cash equivalents decreased to $670 million as of September 30, 2025, from $987 million as of December 31, 2024[43]. - Total debt and finance lease obligations decreased to $1,841 million as of September 30, 2025, from $1,919 million as of December 31, 2024[43]. - The corporate total debt and finance lease obligations were $1.0 billion as of September 30, 2025, compared to $996 million at the end of 2024[48]. Market Conditions - Average realized gate prices for ammonia and UAN increased by 33% and 52% respectively in Q3 2025, reaching $531 and $348 per ton[14]. - Natural gas costs increased to $3.18 per MMBtu in Q3 2025 from $2.19 per MMBtu in Q3 2024, impacting production costs[58]. - The average price of Chicago Board of Trade soybean oil was $0.53 per pound in Q3 2025, compared to $0.43 per pound in Q3 2024[56]. - The average NYMEX Crack Spread for Q3 2025 was $28.23, up from $21.03 in Q3 2024, indicating improved refining economics[53]. Future Outlook - The outlook for Q4 2025 includes ammonia utilization rates projected between 80% and 85% and direct operating expenses estimated between $58 million and $63 million[63]. - Total throughput for petroleum is expected to range from 200,000 bpd to 215,000 bpd in Q4 2025, with crude utilization rates between 92% and 97%[63]. - Capital expenditures for Q4 2025 are projected to be between $53 million and $67 million, with specific allocations for petroleum, renewables, and nitrogen fertilizer[63].

Group 1 - CVR Energy, Inc. (NYSE: CVI) shares have increased by 46% over the past year [1] - The company previously suspended its dividend due to a challenging refining environment [1] - Recent favorable regulatory activities have improved market optimism regarding the company [1]

PART I. Financial Information [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the period ended June 30, 2025, show a decrease in total assets to **$3.98 billion** from **$4.26 billion** at year-end 2024, primarily due to a reduction in cash and cash equivalents, with a net loss of **$195 million** for the six months ended June 30, 2025, a significant shift from a net income of **$128 million** in the same period of 2024 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets were **$3.98 billion**, a decrease from **$4.26 billion** at December 31, 2024, mainly driven by a drop in cash and cash equivalents from **$987 million** to **$596 million**, while total liabilities increased slightly to **$3.32 billion** from **$3.37 billion**, and total equity decreased from **$888 million** to **$666 million** Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $596 | $987 | | Total current assets | $1,392 | $1,824 | | Total assets | $3,984 | $4,263 | | **Liabilities & Equity** | | | | Total current liabilities | $1,191 | $1,098 | | Long-term debt and finance lease obligations | $1,849 | $1,907 | | Total liabilities | $3,318 | $3,375 | | Total equity | $666 | $888 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the second quarter of 2025, CVR Energy reported a net loss of **$90 million**, compared to a net income of **$38 million** in Q2 2024, with the six-month net loss at **$195 million** versus a net income of **$128 million** year-over-year, driven by a significant drop in operating income to a **$103 million** loss in Q2 2025 from a **$27 million** income in Q2 2024, and declining net sales to **$1.76 billion** in Q2 2025 from **$1.97 billion** in Q2 2024 Statement of Operations Highlights (in millions, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $1,761 | $1,967 | $3,407 | $3,829 | | Operating (loss) income | $(103) | $27 | $(235) | $149 | | Net (loss) income | $(90) | $38 | $(195) | $128 | | Net (loss) income attributable to CVR | $(114) | $21 | $(237) | $103 | | Basic and diluted (loss) earnings per share | $(1.14) | $0.21 | $(2.36) | $1.02 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was **$19 million**, a significant downturn from the **$258 million** provided in the same period of 2024, while net cash used in investing activities increased to **$267 million** from **$129 million** due to higher turnaround expenditures, and net cash used in financing activities decreased to **$105 million** from **$729 million** primarily due to a **$600 million** debt repayment in the prior year Cash Flow Summary (in millions) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(19) | $258 | | Net cash used in investing activities | $(267) | $(129) | | Net cash used in financing activities | $(105) | $(729) | | Net decrease in cash and cash equivalents | $(391) | $(600) | - The significant decrease in operating cash flow was mainly due to a net loss of **$195 million** in 2025 compared to a net income of **$128 million** in 2024, and unfavorable changes in working capital[28](index=28&type=chunk)[243](index=243&type=chunk) - Investing cash outflow increased due to turnaround expenditures of **$191 million** in 2025, compared to **$44 million** in 2024[28](index=28&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's structure, accounting policies, and financial components, with CVR Energy operating in Petroleum, Renewables, and Nitrogen Fertilizer segments, noting a key subsequent event of the One Big Beautiful Bill Act signing on July 4, 2025, expected to benefit future income tax balances, and a significant increase in the accrued Renewable Fuel Standard (RFS) obligation to **$548 million** as of June 30, 2025, from **$323 million** at year-end 2024, alongside a **$70 million** prepayment of its Term Loan principal on June 30, 2025 - The company operates through three reportable segments: Petroleum, Renewables, and Nitrogen Fertilizer. As of June 30, 2025, IEP owned approximately **70%** of the company's common stock[30](index=30&type=chunk) - The accrued Renewable Fuel Standard (RFS) obligation increased to **$548 million** as of June 30, 2025, up from **$323 million** at December 31, 2024[48](index=48&type=chunk)[73](index=73&type=chunk) - On June 30, 2025, the company prepaid **$70 million** in principal of its senior secured term loan facility[51](index=51&type=chunk) - The company's crude oil supply agreement with Gunvor was amended on July 29, 2025, extending its term through January 31, 2029[69](index=69&type=chunk) - No quarterly dividends were declared or paid during Q4 2024, Q1 2025, or Q2 2025[90](index=90&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant operating and net losses in the first half of 2025 primarily to challenges in the Petroleum segment, including a major turnaround at the Coffeyville Refinery and increased RFS compliance costs, with the Petroleum segment's operating income swinging from a **$128 million** profit to a **$295 million** loss year-over-year for the six-month period, while the Renewables segment's loss narrowed slightly, and the Nitrogen Fertilizer segment showed improved performance with operating income rising to **$81 million** from **$54 million**, and the company has taken steps to improve liquidity, including suspending dividends, deferring growth capital, and prepaying debt, ending the quarter with **$920 million** in total liquidity Consolidated Financial Highlights (in millions) | Metric | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | | Operating (loss) income | $(235) | $149 | | Net (loss) income | $(195) | $128 | | Net (loss) income attributable to CVR | $(237) | $103 | | EBITDA | $(85) | $306 | - The company's total liquidity as of June 30, 2025, was approximately **$920 million**, consisting of **$596 million** in cash and **$324 million** in available credit[229](index=229&type=chunk) - To enhance liquidity, the Board suspended cash dividends in October 2024, deferred new growth capital spending, and reduced 2025 capital expenditures[224](index=224&type=chunk)[234](index=234&type=chunk) [Company Overview, Strategy, and Market Factors](index=26&type=section&id=Company%20Overview%2C%20Strategy%2C%20and%20Market%20Factors) CVR Energy is a diversified holding company with segments in Petroleum, Renewables, and Nitrogen Fertilizer, focusing its strategy on safe and reliable operations, market capture, and financial discipline, while the business environment is influenced by geopolitical risks, a shifting U.S. regulatory landscape under a new administration, and volatile commodity markets, with the Petroleum segment facing mid-cycle crack spreads and significant RFS compliance costs, the Renewables segment's profitability highly dependent on government credits like RINs and LCFS with uncertainty around the new PTC, and the Nitrogen Fertilizer segment benefiting from strong agricultural demand driven by favorable corn planting economics - The company's mission is to be a top-tier North American renewable fuels, petroleum refining, and nitrogen-based fertilizer company, focusing on safety, environment, integrity, corporate citizenship, and continuous improvement[97](index=97&type=chunk)[98](index=98&type=chunk) - Key market factors include geopolitical tensions, changes in U.S. trade and climate policy under the new administration, and significant costs and volatility associated with RFS regulations[99](index=99&type=chunk)[100](index=100&type=chunk) - The Petroleum segment's outlook is shaped by oversupplied refined product markets, low diesel inventories, and declining global refining capacity additions[104](index=104&type=chunk) - The Renewables segment's profitability is highly dependent on government incentives, with the expiration of the Biodiesel Blenders' Tax Credit (BTC) and uncertainty around the Production Tax Credit (PTC) creating volatility[124](index=124&type=chunk)[126](index=126&type=chunk) - The Nitrogen Fertilizer segment sees a positive outlook due to a **5%** increase in planted corn acres for 2025 and strong farmer economics[140](index=140&type=chunk)[144](index=144&type=chunk) [Results of Operations by Segment](index=41&type=section&id=Results%20of%20Operations%20by%20Segment) For the first six months of 2025, segment performance varied significantly, with the Petroleum segment reporting an operating loss of **$295 million**, a stark reversal from a **$128 million** income in the prior year, due to a major turnaround and higher RFS costs, while the Renewables segment narrowed its operating loss to **$11 million** from **$21 million**, benefiting from higher production volumes and RIN prices, which offset the loss of the BTC, and the Nitrogen Fertilizer segment's operating income grew to **$81 million** from **$54 million**, driven by higher sales volumes and prices for UAN and ammonia Segment Operating (Loss) Income (YTD 2025 vs YTD 2024, in millions) | Segment | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | | Petroleum | $(295) | $128 | | Renewables | $(11) | $(21) | | Nitrogen Fertilizer | $81 | $54 | - The Petroleum segment's refining margin fell to **$1.14** per barrel for YTD 2025 from **$13.68** in YTD 2024, primarily due to unfavorable sales volume from the 2025 Turnaround and a **$309 million** increase in RFS-related expenses[174](index=174&type=chunk)[175](index=175&type=chunk) - The Renewables segment's margin improved due to increased production volumes and higher D4 RIN prices, which helped offset the negative impact from the expiration of the BTC and lower CARB ULSD prices[189](index=189&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) - The Nitrogen Fertilizer segment's net sales increased to **$311 million** for YTD 2025 from **$261 million** in YTD 2024, driven by favorable sales volumes and pricing for both UAN and ammonia[205](index=205&type=chunk) [Non-GAAP Reconciliations](index=54&type=section&id=Non-GAAP%20Reconciliations) This section provides reconciliations of non-GAAP measures like EBITDA, Adjusted EBITDA, and segment-specific margins to their most directly comparable GAAP figures, showing consolidated Adjusted EBITDA for the six months ended June 30, 2025, was **$122 million**, down from **$186 million** in the prior-year period, with key adjustments including a **$200 million** unfavorable revaluation of the RFS liability, and Petroleum Adjusted EBITDA for the first half of 2025 was **$7 million**, a sharp decline from **$104 million** in 2024 Reconciliation of Net (Loss) Income to Adjusted EBITDA (YTD, in millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net (loss) income | $(195) | $128 | | EBITDA | $(85) | $306 | | Revaluation of RFS liability | $200 | $(91) | | Inventory valuation impacts | $8 | $(36) | | **Adjusted EBITDA** | **$122** | **$186** | Petroleum Segment Adjusted EBITDA (YTD, in millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Petroleum net (loss) income | $(297) | $145 | | Petroleum EBITDA | $(202) | $227 | | **Petroleum Adjusted EBITDA** | **$7** | **$104** | Nitrogen Fertilizer Segment EBITDA (YTD, in millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Nitrogen Fertilizer net income | $66 | $39 | | **Nitrogen Fertilizer EBITDA** | **$120** | **$93** | [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had total liquidity of **$920 million**, and due to unfavorable market conditions and a major turnaround, management took actions to preserve cash, including suspending dividends, deferring growth capital, and reducing 2025 capital expenditures, which allowed the company to prepay **$90 million** of its Term Loan in mid-2025, with estimated capital spending for 2025 between **$165 million** and **$202 million**, and no dividends paid by the company in 2025, while CVR Partners continued its distributions - Total liquidity was **$920 million** as of June 30, 2025, down from **$1.3 billion** at year-end 2024[229](index=229&type=chunk) - The company prepaid a total of **$90 million** on its Term Loan in Q2 and Q3 2025, reflecting improved cash balances following cost-control measures[225](index=225&type=chunk)[237](index=237&type=chunk) 2025 Estimated Capital Expenditures (in millions) | Segment | Maintenance (Low-High) | Growth (Low-High) | Total (Low-High) | | :--- | :--- | :--- | :--- | | Petroleum | $70 - $80 | $30 - $40 | $100 - $120 | | Renewables | $3 - $5 | $1 - $3 | $4 - $8 | | Nitrogen Fertilizer | $40 - $45 | $15 - $20 | $55 - $65 | | **Total** | **$118 - $137** | **$47 - $65** | **$165 - $202** | - No dividends were declared or paid to CVR Energy stockholders in Q4 2024 or the first half of 2025. The Board suspended dividend payments in October 2024[234](index=234&type=chunk)[238](index=238&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that there have been no material changes to its market risks as of June 30, 2025, compared to those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There were no material changes in market risks from those disclosed in the 2024 Form 10-K[247](index=247&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes made to the internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[248](index=248&type=chunk) - No material changes occurred in internal controls over financial reporting during the quarter ended June 30, 2025[249](index=249&type=chunk) PART II. Other Information [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the discussion of legal proceedings from Note 12 of the financial statements, with key ongoing litigation relating to the Renewable Fuel Standard (RFS), including challenges to the EPA's denial of small refinery exemptions, and a guaranty dispute with Exxon Mobil - The company is involved in ongoing litigation concerning the Renewable Fuel Standard, specifically challenging the EPA's denial of small refinery hardship exemptions[74](index=74&type=chunk)[251](index=251&type=chunk) [Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes from the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes from the risk factors disclosed in the 2024 Form 10-K[252](index=252&type=chunk) [Other Information](index=64&type=section&id=Item%205.%20Other%20Information) This section details significant corporate governance and management changes, including the expansion of the Board to nine members with the appointment of Brett Icahn on July 28, 2025, and CEO David L. Lamp's announced resignation effective December 31, 2025, with Mark A. Pytosh expected to be appointed as the new President and CEO effective January 1, 2026, under a new three-year employment agreement, and the company also amended its crude oil supply agreement with Gunvor, extending the term to January 31, 2029 - On July 28, 2025, Brett Icahn was appointed to the Board of Directors, increasing its size to nine members[254](index=254&type=chunk) - President and CEO David L. Lamp notified the company of his intention to resign effective December 31, 2025. He is expected to remain on the Board[258](index=258&type=chunk) - Mark A. Pytosh is expected to be appointed as the new President and CEO, effective January 1, 2026, with a new employment agreement including a base salary of **$1.1 million** and target bonus of **150%**[259](index=259&type=chunk) - The company amended its crude oil supply agreement with Gunvor, extending the term to January 31, 2029[267](index=267&type=chunk) [Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section provides an index of all exhibits filed with the Form 10-Q, including management compensation plans, employment agreements for executives, and required certifications - Exhibits filed include the employment agreement for incoming CEO Mark A. Pytosh and the amendment to the employment agreement for outgoing CEO David L. Lamp[269](index=269&type=chunk)[271](index=271&type=chunk)

Financial Data and Key Metrics Changes - The company reported a consolidated net loss of $90 million for the second quarter of 2025, with a loss per share of $1.14 and an EBITDA loss of $24 million [5][11] - Adjusted EBITDA for the quarter was $99 million, with an adjusted loss per share of $0.23 [11] - The negative mark to market impact on the RFS obligation was $89 million, and the unfavorable inventory valuation impact was $32 million [11] Business Line Data and Key Metrics Changes - In the Petroleum segment, total throughput was approximately 172,000 barrels per day, with a light product yield of 99% on crude oil processed [5] - Adjusted EBITDA for the Petroleum segment was $38 million, driven by increased Group 3 crack spreads, offset by higher RIN prices and lower throughput volumes [11] - The Fertilizer segment achieved an adjusted EBITDA of $67 million, supported by higher UAN and ammonia sales pricing and volumes [11] Market Data and Key Metrics Changes - Group 3 2-1-1 benchmark cracks averaged $24.02 per barrel for the second quarter, compared to $18.83 per barrel in the same period last year [6] - Average RIN prices for 2025 were approximately $1.11, an increase of over 70% from the prior year [6] - Nitrogen fertilizer prices for 2025 were higher for both UAN and ammonia compared to 2024 [10] Company Strategy and Development Direction - The company plans to focus on improving capture rates, reducing costs, and growing the business profitably [25] - The alkylation project at Wynnewood is expected to enhance the ability to produce premium gasoline, with completion anticipated in 2027 [19] - The company is cautiously optimistic about the refining sector's near and medium-term outlook, given low refined product inventories and steady demand [20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the refining market, citing low inventories and steady demand for refined products [17][20] - The company is awaiting final regulations from the IRS regarding PTC benefits, which could positively impact the Renewables segment [9][21] - Management indicated that the energy transition is evolving, with a belief that gas and diesel will remain essential fuels for the foreseeable future [48] Other Important Information - The company ended the quarter with a consolidated cash balance of $596 million and total liquidity of approximately $759 million [15] - Significant cash uses included $189 million for capital and turnaround spending and a $70 million prepayment on the term loan [13] Q&A Session Summary Question: Impact of excess inventory on financials - Management acknowledged that excess inventory during turnaround seasons negatively impacted financial performance, estimating a 7% to 9% decline in capture rates due to timing of product sales [31][35] Question: 2026 CapEx and turnaround outlook - Management indicated that there are no major turnarounds planned for 2026, and guidance on capital spending will be provided later in the year [36] Question: Strategic focus for new leadership - Management emphasized the need for diversification and the potential for future acquisitions to mitigate reliance on a single market [40] Question: Dividend reinstatement considerations - Management expressed a desire to return to dividend payments as soon as possible, with ongoing discussions at the board level [48][51] Question: Small refinery exemptions outlook - Management discussed the ongoing challenges with small refinery exemptions and the potential for legal action if necessary, emphasizing the importance of these exemptions for rural refineries [54][56]