CVR Energy, Inc.

Equities

CVI

US12662P1084

Oil & Gas Refining and Marketing

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Mar. 18	CVR Energy, Inc. Announces Board and Committee Changes	CI
Mar. 05	Farm, Ethanol, Retail Groups Implore EPA to Reject CVR Energy RFS Petition -- OPIS	DJ

CVR ENERGY INC Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

August 02, 2022 at 04:30 pm EDT

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our Annual Report on Form 10-K for
the year ended December 31, 2021 filed with the U.S. Securities and Exchange
Commission (the "SEC") on February 23, 2022 (the "2021 Form 10-K"), and the
unaudited condensed consolidated financial statements and related notes and with
the statistical information and financial data appearing in this Report. Results
of operations for the three and six months ended June 30, 2022 and cash flows
for the six months ended June 30, 2022 are not necessarily indicative of results
to be attained for any other period. See "Important Information Regarding
Forward-Looking Statements."

Reflected in this discussion and analysis is how management views the Company's
current financial condition and results of operations, along with key external
variables and management's actions that may impact the Company. Understanding
significant external variables, such as market conditions, weather, and seasonal
trends, among others, and management actions taken to manage the Company,
address external variables, among others, will increase users' understanding of
the Company, its financial condition and results of operations. This discussion
may contain forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this Report.

Company Overview

CVR Energy, Inc. ("CVR Energy," "CVR," "we," "us," "our," or the "Company") is a
diversified holding company primarily engaged in the petroleum refining and
nitrogen fertilizer manufacturing industries through our holdings in CVR
Refining, LP ("CVR Refining") and CVR Partners, LP ("CVR Partners"),
respectively. CVR Refining is a refiner that does not have crude oil exploration
or production operations (an "independent petroleum refiner") and is a marketer
of high value transportation fuels. CVR Partners produces and markets nitrogen
fertilizers in the form of ammonia and urea ammonium nitrate ("UAN"). Ammonia is
a direct application fertilizer and is primarily used as a building block for
other nitrogen products for industrial applications and finished fertilizer
products. UAN is an aqueous solution of urea and ammonium nitrate. At June 30,
2022, we owned the general partner and approximately 37% of the outstanding
common units representing limited partner interests in CVR Partners. As of June
30, 2022, Icahn Enterprises L.P. and its affiliates ("IEP") owned approximately
71% of our outstanding common stock.

We operate under two business segments: petroleum and nitrogen fertilizer, which
are referred to in this document as our "Petroleum Segment" and our "Nitrogen
Fertilizer Segment," respectively.

On February 22, 2022, in connection with our focus on decarbonization, we
announced that our board of directors (the "Board") had approved a plan to
restructure our business to segregate our renewables business. As part of this
restructuring, in the first quarter of 2022, we formed 16 new indirect, wholly
owned subsidiaries ("NewCos") of CVR Energy. In addition, in April 2022, in
connection with our Corporate Master Service Agreement effective January 1,
2020, by and among our wholly owned subsidiary, CVR Services, LLC ("CVR
Services"), and certain other of our subsidiaries, including but not limited to
CVR Partners and its subsidiaries, pursuant to which CVR Services provides the
service recipients thereunder with management and other professional services
(the "Corporate MSA"), 18 indirect, wholly owned subsidiaries of CVR Energy,
including but not limited to CVR Renewables, LLC ("CVR Renew"), were joined as
service recipients under the Corporate MSA. Over the coming year, the Company
intends to evaluate the transfer of certain additional assets to these NewCos
to, among other purposes, better align our organizational structure with
management, financial reporting, and our goal to maximize our renewables focus.
Effective July 1, 2022, the Company completed the first of several planned
intercompany asset transfers related to the restructuring and entered into
certain agreements related thereto. At the present time, we expect the
restructuring to be completed during the first quarter of 2023.

Strategy and Goals

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

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Mission and Values

Our Mission is to be a top tier North American renewable fuels, petroleum
refining, and nitrogen-based fertilizer company as measured by safe and reliable
operations, superior performance and profitable growth. The foundation of how we
operate is built on five core Values:

•Safety - We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it's not safe, then we don't do it.



•Environment - We care for our environment. Complying with all regulations and
minimizing any environmental impact from our operations is essential. We
understand our obligation to the environment and that it's our duty to protect
it.

•Integrity - We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way-the right way with integrity.



•Corporate Citizenship - We are proud members of the communities where we
operate. We are good neighbors and know that it's a privilege we can't take for
granted. We seek to make a positive economic and social impact through our
financial donations and the contributions of time, knowledge and talent of our
employees to the places where we live and work.

•Continuous Improvement - We believe in both individual and team success. We
foster accountability under a performance-driven culture that supports creative
thinking, teamwork, diversity and personal development so that employees can
realize their maximum potential. We use defined work practices for consistency,
efficiency and to create value across the organization.

Our core values are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.

Strategic Objectives

We have outlined the following strategic objectives to drive the accomplishment of our mission:

Environmental Health & Safety ("EH&S") - We aim to achieve continuous improvement in all EH&S areas through ensuring our people's commitment to environmental, health and safety comes first, the refinement of existing policies, continuous training, and enhanced monitoring procedures.



Reliability - Our goal is to achieve industry-leading utilization rates at our
facilities through safe and reliable operations. We are focusing on improvements
in day-to-day plant operations, identifying alternative sources for plant inputs
to reduce lost time due to third-party operational constraints, and optimizing
our commercial and marketing functions to maintain plant operations at their
highest level.

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

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

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Achievements

During the first six months of 2022, we successfully executed a number of achievements in support of our strategic objectives shown below through the date of this filing:


                                                        Safety

Reliability Market Capture Financial Discipline Achieved reductions in environmental events, process safety management tier 1 incidents and total recordable incident rate of 13%, 70% and 92%,

              ü
respectively, compared to the first six months of
2021
Declared a quarterly cash dividend of $0.40 per share
and a special dividend of $2.60 per share for the
second quarter of 2022, bringing total dividends                                                      ü                          ü
declared to date of $3.40 per share related to the
first six months of 2022
Progressed plan to restructure our business to
segregate our renewables operations, including the                                                    ü                          ü

creation of new entities and intercompany transfer of certain assets thereto Completed the conversion of the Wynnewood

                                                             ü                          ü
hydrocracker to renewable diesel service
Petroleum Segment:
Achieved reductions in process safety management tier
1 incidents and total recordable incident rate of 50%      ü
and 100%, respectively, compared to the first six
months of 2021
Operated our refineries safely and reliably and at         ü                   ü                      ü
high utilization rates
Safely completed the planned turnaround at the                                 ü                      ü                          ü
Wynnewood Refinery on time and on budget
Completed an amendment and extension of the CVR                                                                                  ü
Refining Asset Based Credit Agreement
Nitrogen Fertilizer Segment:
Achieved reductions in environmental events, process
safety management tier 1 incidents and total
recordable incident rate of 50%, 100% and 77%,             ü
respectively, compared to the first six months of
2021
Operated both fertilizer facilities safely                 ü
Achieved record UAN production volumes at the
Coffeyville Fertilizer Facility in March 2022 through                          ü                      ü

facility upgrades completed in October 2021 Declared cash distribution of $10.05 per common unit for the second quarter of 2022, bringing cumulative

                                                   ü                          ü
distributions declared to date of $12.31 per common
unit related to the first six months of 2022
Generated over 1 million carbon offset credits
related to voluntary Nitrous Oxide abatement at the        ü
Coffeyville Fertilizer Facility since 2020
Completed CVR Partners' targeted $95 million debt
reduction plan with the repayment of the remaining
$65 million balance of its 9.25% Senior Secured                                                                                  ü

Notes, due 2023 (the "2023 UAN Notes") in the first quarter of 2022 for a total reduction in annual cash interest expense of approximately $9 million Repurchased over 111,000 CVR Partners common units

ü

for $12 million

Industry Factors and Market Indicators

General Business Environment



COVID-19 - Throughout 2020 and into 2021, the COVID-19 pandemic impacted the
worldwide economy, financial markets, and the energy and fertilizer industries.
Actions taken by the U.S. government to provide stimulus to individuals and
businesses helped mitigate the impacts of the downturn caused by COVID-19, and
we continue to see businesses resuming


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operations and the lifting of governmental restrictions. However, despite
worldwide advances in the containment of the virus and economic market recovery
in 2021 and 2022, COVID-19 remains a dynamic and continuously evolving situation
with unknown short and long-term economic challenges that could reverse any
recent improvements. Further, the spread of variants of COVID-19 could cause
restrictions to be reinstated, and the extent to which the pandemic may impact
our business, financial condition, liquidity, or results of operations cannot be
determined at this time.

Russia-Ukraine Conflict - In February 2022, Russia invaded Ukraine, disrupting
the global oil, fertilizer, and agriculture markets, and leading to heightened
uncertainty in the worldwide economy recovering from the COVID-19 pandemic. In
response, many Western countries have formally or informally adopted sanctions
on a number of Russian exports, including Russian oil and natural gas, and
individuals affiliated with Russian government leadership. These sanctions, thus
far, have resulted in higher oil prices, continued elevation of natural gas
prices, and should continue to impact commodity prices in the near-term, which
could have a material effect on our financial condition, cash flows, or results
of operations. A global recession stemming from market volatility could result
in demand destruction, thereby lowering commodity prices. The ultimate outcome
of the Russia-Ukraine conflict and any associated market disruptions are
difficult to predict and may materially affect our business, operations, and
cash flows in unforeseen ways.

Petroleum Segment



The earnings and cash flows of the Petroleum Segment are primarily affected by
the relationship between refined product prices and the prices for crude oil and
other feedstocks that are processed and blended into refined products together
with the cost of refinery compliance. The cost to acquire crude oil and other
feedstocks and the price for which refined products are ultimately sold depends
on factors beyond the Petroleum Segment's control, including the supply of, and
demand for crude oil, as well as gasoline and other refined products which, in
turn, depend on, among other factors, changes in domestic and foreign economies,
driving habits, weather conditions, domestic and foreign political affairs,
production levels, the availability or permissibly of imports and exports, the
marketing of competitive fuels, and the extent of government regulation. Because
the Petroleum Segment applies first-in first-out accounting to value its
inventory, crude oil price movements may impact net income because of changes in
the value of its unhedged inventory. The effect of changes in crude oil prices
on the Petroleum Segment results of operations is partially influenced by the
rate at which the processing of refined products adjusts to reflect these
changes.

The prices of crude oil and other feedstocks and refined products are also
affected by other factors, such as product pipeline capacity, system inventory,
local and regional market conditions, inflation, and the operating levels of
other refineries. Crude oil costs and the prices of refined products have
historically been subject to wide fluctuations. Widespread expansion or upgrades
of third party facilities, price volatility, international political and
economic developments, and other factors are likely to continue to play an
important role in refining industry economics. These factors can impact, among
other things, the level of inventories in the market, resulting in price
volatility and a reduction in product margins. Moreover, the refining industry
typically experiences seasonal fluctuations in demand for refined products, such
as increases in the demand for gasoline during the summer driving season and for
volatile seasonal exports of diesel from the United States Gulf Coast.

As a result of government actions taken to curb the spread of COVID-19, and
variants thereof, and significant business interruptions, the demand for
gasoline and diesel in the regions in which our Petroleum Segment operates
declined substantially beginning at the end of the first quarter of 2020.
However, building on recovery signs observed in late 2020, the U.S. market for
refined products continued to show signs of recovery throughout 2021 and into
2022. Gasoline demand increased due to increased mobility, which is the main
driver for highway travel, while the increase in diesel demand is generally a
result of the opening of coastal states such as California, New York, New
Jersey, and Florida to global shipping and commerce. The combination of
improving demand, declining inventories, and loss of domestic and foreign
operating refining capacities led to an increase in refined products prices and
crack spreads during 2021 and into 2022. Furthermore, contributing to the
ultra-low sulfur diesel ("ULSD") supply constraints is the International
Maritime Organization's new limit on the sulfur content in the fuel oil used on
board ships ("bunker fuel") effective January 1, 2020, which lowered the sulfur
limit of bunker fuel from 3.5% to 0.5%, which necessitated blending ULSD into
bunker fuel to meet the new specifications. The resulting reduction of supply
for traditional ULSD demand was initially muted by the pandemic-induced demand
contraction. Additionally, the U.S. demand for jet fuels has recovered, albeit
at a slower pace than gasoline and diesel, with jet fuel demand at approximately
101% of pre-2020 demand levels as of June 30, 2022. From a global perspective,
the U.S. Energy Information Administration ("EIA") currently expects oil
consumption will increase by more than global oil production, resulting in a
decrease of approximately 277 million barrels in 2022. However, these
projections depend on the production decisions of OPEC, U.S. oil production, and
the pace of oil demand growth. While the refining market has largely recovered,
uncertainty remains as to whether another


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wave of COVID-19 cases may spur additional governmental restrictions and
lock-downs in the future which could decrease demand once again. Furthermore,
the Russia-Ukraine conflict creates additional uncertainty, as sanctions on
Russian oil exports, specifically diesel exports, have significantly influenced
markets. The resolution of this conflict will continue to affect markets going
forward.

In addition to current market conditions discussed above, we continue to be
impacted by significant volatility related to compliance requirements under the
Renewable Fuel Standard ("RFS"), proposed climate change laws, and regulations.
The petroleum business is subject to the RFS, which, each year, requires
blending "renewable fuels" with transportation fuels or purchasing renewable
identification numbers ("RINs"), in lieu of blending, or otherwise be subject to
penalties. Our cost to comply with the RFS is dependent upon a variety of
factors, which include the availability of ethanol and biodiesel for blending at
our refineries and downstream terminals or RINs for purchase, the price at which
RINs can be purchased, transportation fuel and renewable diesel production
levels, and the mix of our products, all of which can vary significantly from
period to period, as well as certain waivers or exemptions to which we may be
entitled. Additionally, our costs to comply with the RFS depend on the
consistent and timely application of the program by the Environmental Protection
Agency ("EPA"), such as timely establishment of the annual renewable volume
obligation ("RVO"). Due to the EPA's unlawful failure to establish the 2021 and
2022 RVOs by the November 30, 2020 and 2021 statutory deadlines, respectively,
the EPA's delay in issuing decisions on pending small refinery hardship
petitions and subsequent denial thereof, and the influence exerted and climate
change initiatives announced by the Biden administration, among other factors,
the price of RINs has been highly volatile and remains high. The price of RINs
has also been impacted by the depletion of the carryover RIN bank, as demand
destruction during the COVID-19 pandemic resulted in reduced ethanol blending
and RIN generation that did not keep pace with mandated volumes, requiring
carryover RINs from the RIN bank to be used to settle blending obligations. As a
result, our costs to comply with RFS (excluding the impacts of any exemptions or
waivers to which the Petroleum Segment may be entitled) increased significantly
throughout 2020, 2021, and remain significant in 2022.

In April 2022, the EPA denied 36 small refinery exemptions ("SRE") for the 2018
compliance year, many of which had been previously granted by the EPA, and also
issued an alternative compliance demonstration approach for certain small
refineries (the "Alternate Compliance Ruling") under which they would not be
required to purchase or redeem additional RINs as a result of the EPA's denial.
On June 3, 2022, the EPA revised the 2020 RVO and finalized the 2021 and 2022
RVOs. The EPA also denied 69 petitions from small refineries seeking SREs,
including those submitted by Wynnewood Refining Company, LLC for 2019, 2020, and
2021, and applied the Alternate Compliance Ruling to three such petitions. The
price of RINs, which continues to remain elevated, did not respond to the EPA
announcement, and as a result, we continue to expect significant volatility in
the price of RINs during 2022 and such volatility could have material impacts on
the Company's results of operations, financial condition, and cash flows.

In December 2020, the Board approved the renewable diesel project at our
Wynnewood Refinery, to convert the Wynnewood Refinery's hydrocracker to a
renewable diesel unit ("RDU"), which is expected to be capable of producing up
to 100 million gallons of renewable diesel per year, generating approximately
170 to 180 million RINs annually. The hydrocracker conversion to renewable
diesel service was completed in April 2022, and we are continuing to increase
production. The production of renewable diesel is expected to significantly
reduce our future net exposure to the RFS. Further, the RDU should enable us to
capture additional benefits associated with the existing blenders' tax credit
currently set to expire at the end of 2022 and growing low carbon fuel standard
programs across the country, with programs in place in California and Oregon and
new programs anticipated to be implemented over the next few years. In November
2021, the Board approved the pretreater project at the Wynnewood Refinery, which
is expected to be completed in the second quarter of 2023 at an estimated cost
of $95 million. The pretreatment unit should enable us to process a wider
variety of renewable diesel feedstocks at the Wynnewood Refinery, most of which
have a lower carbon intensity than soybean oil and generate additional low
carbon fuel standard credits. When completed, these collective renewable diesel
efforts could effectively mitigate a substantial majority, if not all, of our
future RFS exposure, assuming we receive SREs for our Wynnewood Refinery. which
we believe we are legally entitled to and are pursuing in the courts. However,
impacts from recent climate change initiatives under the Biden administration,
actions taken by the courts, resulting administration actions under the RFS, and
market conditions could significantly impact the amount by which our renewable
diesel business mitigates our costs to comply with the RFS, if at all.

As of June 30, 2022, we have an estimated open position (excluding the impacts
of any exemptions or waivers to which we may be entitled) under the RFS for
2020, 2021, and 2022 of approximately 440 million RINs, excluding approximately
19 million of net open, fixed-price commitments to purchase RINs, resulting in a
potential liability of $708 million. The Company's open RFS position, which does
not consider open commitments expected to settle in future periods, is
marked-to-market each period and thus significant market volatility, as
experienced in late 2021 and 2022 to date, could impact our RFS


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expense from period to period. We recognized expense of approximately $153
million and $173 million for the three months ended June 30, 2022 and 2021,
respectively, and approximately $259 million and $351 million for the six months
ended June 30, 2022 and 2021, respectively, for the Petroleum Segment's
compliance with the RFS. The expense in 2022 compared to 2021 was driven by a
decrease in RINs pricing through the second quarter of 2022 and the revised 2020
and finalized 2021 and 2022 RVOs (excluding the impacts of any exemptions or
waivers to which we may be entitled). Of the expense recognized during the three
and six months ended June 30, 2022, $51 million and $70 million, respectively,
relates to the revaluation of our net RVO position as of June 30, 2022. The
revaluation represents the summation of the prior period obligation and current
period commercial activities, marked at the period end market price. Based upon
recent market prices of RINs in June 2022, current estimates related to other
variable factors, including our anticipated blending and purchasing activities,
and the impact of the open RFS positions and resolution thereof, our estimated
consolidated cost to comply with the RFS (without regard to any SREs we may
receive) is $320 to $330 million for 2022, net of the estimated RINs generation
from renewable diesel operations of $120 to $130 million.

Market Indicators



NYMEX WTI crude oil is an industry wide benchmark that is utilized in the market
pricing of a barrel of crude oil. The pricing differences between other crudes
and WTI, known as differentials, show how the market for other crude oils such
as WCS, White Cliffs ("Condensate"), Brent Crude ("Brent"), and Midland WTI
("Midland") are trending. Due to the COVID-19 pandemic, the Russia-Ukraine
conflict, and, in each case, actions taken by governments and others in response
thereto, refined product prices have experienced extreme volatility. As a result
of the current environment, refining margins have been and will continue to be
volatile.

As a performance benchmark and a comparison with other industry participants, we
utilize NYMEX and Group 3 crack spreads. These crack spreads are a measure of
the difference between market prices for crude oil and refined products and are
a commonly used proxy within the industry to estimate or identify trends in
refining margins. Crack spreads can fluctuate significantly over time as a
result of market conditions and supply and demand balances. The NYMEX 2-1-1
crack spread is calculated using two barrels of WTI producing one barrel of
NYMEX RBOB Gasoline ("RBOB") and one barrel of NYMEX NY Harbor ULSD ("HO"). The
Group 3 2-1-1 crack spread is calculated using two barrels of WTI crude oil
producing one barrel of Group 3 sub-octane gasoline and one barrel of Group 3
ultra-low sulfur diesel.

Both NYMEX 2-1-1 and Group 3 2-1-1 crack spreads increased during the six months
ended June 30, 2022 compared to the six months ended June 30, 2021. The NYMEX
2-1-1 crack spread averaged $41.31 per barrel during the six months ended June
30, 2022 compared to $18.10 per barrel in the six months ended June 30, 2021.
The Group 3 2-1-1 crack spread averaged $35.56 per barrel during the six months
ended June 30, 2022 compared to $17.76 per barrel during the six months ended
June 30, 2021.

Average monthly prices for RINs decreased 7.0% during the second quarter of 2022
compared to the same period of 2021. On a blended barrel basis (calculated using
applicable RVO percentages), RINs approximated $7.58 per barrel during the
second quarter of 2022 compared to $8.15 per barrel during the second quarter of
2021.



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The charts below are presented, on a per barrel basis, by month through June 30,
2022:
                    Crude Oil Differentials against WTI (1)(2)


                     [[Image Removed: cvi-20220630_g2.jpg]]
                             NYMEX Crack Spreads (2)


                     [[Image Removed: cvi-20220630_g3.jpg]]


                                                              June 30, 2022 | 30


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PADD II Group 3 Product Crack Spread Group 3 Differential against NYMEX


        and RIN Pricing (2)(3) ($/bbl)                  WTI (1)(2) ($/bbl)

[[Image Removed: cvi-20220630_g4.jpg]][[Image Removed: cvi-20220630_g5.jpg]]

(1)The change over time in NYMEX - WTI, as reflected in the charts above, is illustrated below.


                       Average 2020            Average             Average 2021            Average             Average 2022          Average June
(in $/bbl)                                  December 2020                               December 2021                                    2022
WTI                  $       39.34          $     47.07          $       68.11          $     71.69          $      101.86          $    114.34


(2)Information used within these charts was obtained from reputable market
sources, including the New York Mercantile Exchange ("NYMEX"), Intercontinental
Exchange, and Argus Media, among others.
(3)PADD II is the Midwest Petroleum Area for Defense District ("PADD"), which
includes Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota,
Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee and
Wisconsin.

Nitrogen Fertilizer Segment

Within the Nitrogen Fertilizer Segment, earnings and cash flows from operations
are primarily affected by the relationship between nitrogen fertilizer product
prices, utilization, and operating costs and expenses, including pet coke and
natural gas feedstock costs.

The price at which nitrogen fertilizer products are ultimately sold depends on
numerous factors, including the global supply and demand for nitrogen fertilizer
products, world grain demand and production levels, inflation, global supply
disruptions, changes in world population, the cost and availability of
fertilizer transportation infrastructure, local market conditions, operating
levels of competing facilities, weather conditions, the availability of imports,
impacts of foreign imports and foreign subsidies thereof, and the extent of
government intervention in agriculture markets. These factors can impact, among
other things, the level of inventories in the market, resulting in price
volatility and a reduction in product margins. Moreover, the industry typically
experiences seasonal fluctuations in demand for nitrogen fertilizer products.

As a result of the Russian invasion of Ukraine, the Black Sea, a major export
point for nitrogen fertilizer and grains from these countries, has been closed
to exports, which prompted tightening global supply conditions for nitrogen
fertilizer in advance of spring planting and wheat and corn availability, two
major exports from this region. Further, while fertilizers have not been
formally sanctioned by Western countries, many Western customers are either
unwilling to purchase Russian fertilizers or logistics make it too costly to
import these fertilizers. Additionally, natural gas supplied from Russia to
Western Europe has been constrained and natural gas prices have remained
elevated since September 2021, causing a significant portion of European
nitrogen fertilizer production capacity to be curtailed or costs to be elevated
compared to competitors in other regions of the world. Overall, these events
have caused grain and fertilizer prices to rise, and we currently expect these
conditions to persist for the remainder of 2022.



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Market Indicators

While there is risk of shorter-term volatility given the inherent nature of the
commodity cycle, the Company believes the long-term fundamentals for the U.S.
nitrogen fertilizer industry remain intact. The Nitrogen Fertilizer Segment
views the anticipated combination of (i) increasing global population, (ii)
decreasing arable land per capita, (iii) continued evolution to more
protein-based diets in developing countries, (iv) sustained use of corn and
soybeans as feedstock for the domestic production of ethanol and other renewable
fuels, and (v) positioning at the lower end of the global cost curve should
provide a solid foundation for nitrogen fertilizer producers in the U.S. over
the longer term.

Corn and soybeans are two major crops planted by farmers in North America. Corn
crops result in the depletion of the amount of nitrogen within the soil in which
it is grown, which in turn, results in the need for this nutrient to be
replenished after each growing cycle. Unlike corn, soybeans are able to obtain
most of their own nitrogen through a process known as "N fixation." As such,
upon harvesting of soybeans, the soil retains a certain amount of nitrogen which
results in lower demand for nitrogen fertilizer for the following corn planting
cycle. Due to these factors, nitrogen fertilizer consumers generally operate a
balanced corn-soybean rotational planting cycle as evident by the chart
presented below as of June 30, 2022.

The relationship between the total acres planted for both corn and soybean has a
direct impact on the overall demand for nitrogen products, as the market and
demand for nitrogen increases with increased corn acres and decreases with
increased soybean acres. Additionally, an estimated 12 billion pounds of soybean
oil is expected to be used in producing cleaner renewables in marketing year
2022/2023. Multiple refiners have announced renewable diesel expansion projects
for 2021 and beyond, which will only increase the demand for soybeans and
potentially for corn and canola.

The United States Department of Agriculture ("USDA") estimates that in spring
2022 farmers planted 89.9 million corn acres, representing a decrease of 3.7% as
compared to 93.4 million corn acres in 2021. Planted soybean acres are estimated
to be 88.3 million, representing a 1.3% increase as compared to 87.2 million
soybean acres in 2021. The combined corn and soybean planted acres of 178.2
million is in line with the acreage planted in 2021, which was the highest in
history. Due to higher input costs for corn planting and increased demand for
soybeans, particularly for renewable diesel production, it was more favorable
for farmers to plant soybeans compared to corn. The lower planted corn acres in
2022 is expected to be supportive of corn prices for 2022 and 2023.

Ethanol is blended with gasoline to meet renewable fuel standard requirements
and for its octane value. Ethanol production has historically consumed
approximately 35% of the U.S. corn crop, so demand for corn generally rises and
falls with ethanol demand, as evidenced by the charts below through June 30,
2022.

U.S. Plant Production of Fuel Ethanol (1) Corn and Soybean Planted Acres (2)

[[Image Removed: cvi-20220630_g6.jpg]][[Image Removed: cvi-20220630_g7.jpg]]




(1)Information used within this chart was obtained from the EIA through June 30,
2022.
(2)Information used within this chart was obtained from the USDA, National
Agricultural Statistics Services as of June 30, 2022.

Weather continues to be a critical variable for crop production. Even with high
planted acres and trendline yields per acre in the U.S., inventory levels for
corn and soybeans remain below historical levels and prices have remained
elevated. With tight


                                                              June 30, 2022 | 32


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grain and fertilizer inventory levels driven by the war in Ukraine, prices for
grains and fertilizers are expected to remain elevated throughout 2022. While
the weather conditions were difficult early in spring 2022, farmers were able to
complete the crop planting later than normal. Demand for nitrogen fertilizer, as
well as other crop inputs, was strong for the spring 2022 planting season.

On June 30, 2021, CF Industries Nitrogen, L.L.C., Terra Nitrogen, Limited
Partnership, and Terra International (Oklahoma) LLC filed petitions with the
U.S. Department of Commerce ("USDOC") and the U.S. International Trade
Commission (the "ITC") requesting the initiation of antidumping and
countervailing duty investigations on imports of UAN from Russia and Trinidad
and Tobago ("Trinidad"). Following investigations by both USDOC and the ITC, on
November 30, 2021, USDOC determined that UAN imports from Russia are unfairly
subsidized at rates ranging from 9.66% to 9.84% and UAN imports from Trinidad
are unfairly subsidized at a rate of 1.83%. On January 27, 2022, USDOC found
that Russian UAN imports are sold at less than fair value into the U.S. market
at rates ranging from 9.15% to 127.19% and that Trinidadian UAN imports at a
rate of 63.08%. On June 21, 2022, USDOC issued its final affirmative
determinations in anti-dumping and countervailing duty investigations where it
found that imports from Russia are dumped at rates ranging from 8.16% to 122.93%
and unfairly subsidized at rates ranging from 6.27% to 9.66%. Additionally,
USDOC found that imports from Trinidad are dumped at a rate of 111.71% and
unfairly subsidized at a rate of 1.83%. On July 18, 2022, the ITC made a
negative final injury determination concerning its investigation of imports from
Russia and Trinidad despite USDOC's final determination in June that UAN is
subsidized and dumped in the U.S. market by producers in both countries. As the
result of this decision, we expect world trade flows of UAN to return to
pre-investigation patterns.

The charts below show relevant market indicators for the Nitrogen Fertilizer Segment by month through June 30, 2022:

Ammonia and UAN Market Pricing (1) Natural Gas and Pet Coke Market Pricing (1)

[[Image Removed: cvi-20220630_g8.jpg]][[Image Removed: cvi-20220630_g9.jpg]]

(1)Information used within these charts was obtained from various third-party sources, including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.

Results of Operations

Consolidated

Our consolidated results of operations include certain other unallocated corporate activities and the elimination of intercompany transactions and, therefore, do not equal the sum of the operating results of the Petroleum Segment and Nitrogen Fertilizer Segment.

June 30, 2022 | 33
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Table of Contents Consolidated Financial Highlights (Three and Six Months Ended June 30, 2022 versus June 30, 2021)


                                        Net Income (Loss) Attributable to CVR
         Operating Income (Loss)                 Energy Stockholders

[[Image Removed: cvi-20220630_g10.jpg]][[Image Removed: cvi-20220630_g11.jpg]]


                      Earnings (Loss) per Share        EBITDA (1)

[[Image Removed: cvi-20220630_g12.jpg]][[Image Removed: cvi-20220630_g13.jpg]]

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

Three and Six Months Ended June 30, 2022 versus June 30, 2021 (Consolidated)



Overview - For the three months ended June 30, 2022, the Company's operating
income and net income were $402 million and $239 million, respectively, an
increase of $396 million and $241 million, respectively, compared to operating
income and net loss of $6 million and $2 million, respectively, during the three
months ended June 30, 2021. For the six months ended June 30, 2022, the
Company's operating income and net income were $623 million and $392 million,
respectively, an increase of $752 million and $449 million, respectively,
compared to operating loss and net loss of $129 million and $57 million,
respectively, during the six months ended June 30, 2021. Refer to our discussion
of each segment's results of operations below for further information.

Investment Income on Marketable Securities - On June 10, 2021, the Company
distributed substantially all of its holdings in Delek US Holdings, Inc.
("Delek"), of which the Company was the largest stockholder holding
approximately 14.3% of Delek's outstanding common stock, as part of a special
dividend. On January 18, 2022, the Company divested its remaining nominal
holdings in Delek, and as of June 30, 2022, the Company does not hold an
investment in other marketable securities of Delek. There was no dividend income
received during the three and six months ended June 30, 2022 and 2021. The
Company


                                                              June 30, 2022 | 34


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Table of Contents did not recognize a gain or loss on the investment during the three and six months ended June 30, 2022, and for the three and six months ended June 30, 2021, the Company recognized a gain of $21 million and $83 million, respectively.



Other (Expense) Income, Net - For the three and six months ended June 30, 2022,
the Company's other expense, net was $74 million and $84 million, respectively,
compared to other income, net of $3 million and $10 million for the three and
six months ended June 30, 2021, respectively. This change was primarily
attributable to the expected settlement of litigation. Refer to Part I, Item 1,
Note 12 ("Commitments and Contingencies") of this Report for further discussion.

Income Tax Expense (Benefit) - Income tax expense for the three and six months
ended June 30, 2022 was $66 million and $99 million, or 21.5% and 20.2% of
income before income tax, respectively, as compared to an income tax benefit for
the three and six months ended June 30, 2021 of $6 million and $48 million, or
78.4% and 46.0% of loss before income tax, respectively. The fluctuation in
income tax was due primarily to changes in pretax earnings and earnings
attributable to noncontrolling interest from the three and six months ended June
30, 2021 to the three and six months ended June 30, 2022. The fluctuation in
effective income tax rate was due primarily to changes in pretax earnings,
earnings attributable to noncontrolling interest and a discrete tax benefit
recorded in June 2021 for decreases in state income tax rates.

Petroleum Segment

The Petroleum Segment utilizes certain inputs within its refining operations. These inputs include crude oil, butanes, natural gasoline, ethanol, and bio-diesel (these are also known as "throughputs").

Refining Throughput and Production Data by Refinery


                                                         Three Months Ended                               Six Months Ended
Throughput Data                                               June 30,                                        June 30,
(in bpd)                                            2022                     2021                   2022                     2021
Coffeyville
Regional crude                                      66,266                   27,126                 53,089                   28,173
WTI                                                 34,513                   70,329                 41,127                   61,681
WTL                                                  1,317                        -                    662                        -
Midland WTI                                              -                        -                  1,294                        -
Condensate                                          10,596                   13,412                 10,972                   10,249
Heavy Canadian                                       6,468                    3,703                  6,614                    1,862
DJ Basin                                            10,763                   13,522                 14,379                   15,119

Other feedstocks and blendstocks                     9,270                    9,987                 10,301                    9,359
Wynnewood
Regional crude                                      47,392                   60,636                 45,407                   57,913

WTL                                                  1,660                    7,422                  1,006                    5,489
Midland WTI                                              -                        -                    813                        -
WTS                                                      -                        -                    288                        -
Condensate                                          10,710                    7,559                 10,499                    8,544

Other feedstocks and blendstocks                     2,291                    2,930                  2,855                    3,055
Total throughput                                   201,246                  216,626                199,306                  201,444





                                                              June 30, 2022 | 35


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  Table of Contents
                                                        Three Months Ended                             Six Months Ended
Production Data                                              June 30,                                      June 30,
(in bpd)                                            2022                   2021                   2022                   2021
Coffeyville
Gasoline                                                71,003                 72,440                 73,015                 67,081
Distillate                                              58,769                 56,123                 56,728                 51,359
Other liquid products                                    5,730                  5,752                  5,361                  4,934
Solids                                                   4,342                  4,650                  4,351                  4,027
Wynnewood
Gasoline                                                33,255                 40,830                 31,322                 39,152
Distillate                                              22,316                 31,471                 22,416                 30,324
Other liquid products                                    4,897                  3,010                  5,015                  2,979
Solids                                                       7                     20                     13                     21
Total production                                       200,319                214,296                198,221                199,877

Light product yield (as % of crude
throughput) (1)                                        97.7  %                98.6  %                98.6  %                99.4  %
Liquid volume yield (as % of total
throughput) (2)                                        97.4  %                96.8  %                97.3  %                97.2  %
Distillate yield (as % of crude throughput)
(3)                                                    42.7  %                43.0  %                42.5  %                43.2  %




(1)Total Gasoline and Distillate divided by total Regional crude, WTI, WTL,
Midland WTI, WTS, Condensate, Heavy Canadian, and DJ Basin throughput.
(2)Total Gasoline, Distillate, and Other liquid products divided by total
throughput.
(3)Total Distillate divided by total Regional crude, WTI, WTL, Midland WTI, WTS,
Condensate, Heavy Canadian, and DJ Basin throughput.

Petroleum Segment Financial Highlights (Three and Six Months Ended June 30, 2022 versus June 30, 2021)



Overview - For the three months ended June 30, 2022, the Petroleum Segment's
operating income and net income were $297 million and $306 million,
respectively, improvements of $317 million and $319 million, respectively,
compared to operating loss and net loss of $20 million and $13 million,
respectively, for the three months ended June 30, 2021. These improvements were
primarily due to improved crack spreads, partially offset by increased labor and
utility costs and derivative losses. For the six months ended June 30, 2022, the
Petroleum Segment's operating income and net income were $427 million and $432
million, respectively, improvements of $563 million and $555 million,
respectively, compared to operating loss and net loss of $136 million and $123
million, respectively, for the six months ended June 30, 2021. These
improvements were primarily due to improved crack spreads and lower RINs cost,
partially offset by increased labor and utility costs.
                        Net Sales      Operating Income (Loss)


[[Image Removed: cvi-20220630_g14.jpg]] [[Image Removed: cvi-20220630_g15.jpg]]


                                                              June 30, 2022 | 36


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                          Net Income (Loss)        EBITDA (1)

[[Image Removed: cvi-20220630_g16.jpg]][[Image Removed: cvi-20220630_g17.jpg]]

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

Net Sales - For the three and six months ended June 30, 2022, net sales for the
Petroleum Segment increased $1.2 billion and $2.0 billion, respectively, when
compared to the three and six months ended June 30, 2021. The increases in net
sales were due to increased prices resulting from tight inventory levels and the
ongoing conflict in Ukraine during the three and six months ended June 30, 2022,
compared to the three and six months ended June 30, 2021. Further, net sales for
the six months ended June 30, 2021 were impacted by Winter Storm Uri, resulting
in reduced rates at both refineries.
                                       Refining Margin (excluding Inventory
             Refining Margin (1)              Valuation Impacts) (1)


 [[Image Removed: cvi-20220630_g18.jpg]][[Image Removed: cvi-20220630_g19.jpg]]


                                                              June 30, 2022 | 37


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Table of Contents


                                       Refining Margin (excluding Inventory
             Refining Margin (1)              Valuation Impacts) (1)

[[Image Removed: cvi-20220630_g20.jpg]][[Image Removed: cvi-20220630_g21.jpg]]

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



Refining Margin - For the three months ended June 30, 2022, refining margin was
$478 million, or $26.10 per throughput barrel, as compared to $133 million, or
$6.72 per throughput barrel, for the three months ended June 30, 2021. The
increase in refining margin of $345 million was primarily due to an increase in
product crack spreads. The Group 3 2-1-1 crack spread increased by $29.35 per
barrel relative to the second quarter of 2021, driven by tight inventory levels,
and supply concerns due to the ongoing Russia-Ukraine conflict. The Petroleum
Segment recognized costs to comply with RFS of $102 million, or $5.55 per
throughput barrel, which excludes the RINs revaluation impact of $51 million, or
$2.79 per total throughput barrel, for the three months ended June 30, 2022.
This is compared to RFS compliance costs of $115 million, or $5.85 per
throughput barrel, which excludes the RINs revaluation impact of $58 million, or
$2.92 per total throughput barrel, for the three months ended June 30, 2021. The
decrease in RFS compliance costs in 2022 was primarily related to a lower
renewable volume obligation for the three months ended June 30, 2022 compared to
the prior period. The decrease in RINs revaluation in 2022 was a result of
decreased RINs prices for the current period and the EPA revising the 2020 RVO
and finalizing the 2021 and 2022 RVOs. Offsetting these impacts for the three
months ended June 30, 2022, throughput volumes declined by 15,380 bpd due to the
completion of the planned turnaround at the Wynnewood refinery in early April
2022 and the conversion of the Wynnewood hydrokracker to renewable diesel
service in the current period. The Petroleum Segment also recognized a net loss
on derivatives of $61 million during the three months ended June 30, 2022
compared to a derivative loss of $2 million during the three months ended June
30, 2021. Our derivative activity was primarily a result of inventory hedging
activity, Canadian crude oil purchases and sales, and crack spread swaps.

For the six months ended June 30, 2022, refining margin was $775 million, or
$21.50 per throughput barrel, as compared to $184 million, or $5.04 per
throughput barrel, for the six months ended June 30, 2021. The increase in
refining margin of $591 million was primarily due to an increase in product
crack spreads. The Group 3 2-1-1 crack spread increased by $17.80 per barrel
relative to the six months ended June 30, 2021, driven by increasing refined
product demand, tight inventory levels, and supply concerns due to the ongoing
Russia-Ukraine conflict. Offsetting these impacts for the six months ended June
30, 2022, throughput volumes declined by 2,138 bpd due to the Wynnewood
turnaround in the first quarter of 2022, startup of the RDU, and minor plant
outages in the current period. The Petroleum Segment recognized costs to comply
with RFS of $189 million, or $5.24 per throughput barrel, which excludes the
RINs revaluation impact of $70 million, or $1.95 per total throughput barrel,
for the six months ended June 30, 2022. This is compared to RFS compliance costs
of $182 million, or $4.99 per throughput barrel, which excludes the RINs
revaluation impact of $169 million, or $4.63 per total throughput barrel, for
the six months ended June 30, 2021. The decrease in RFS compliance costs in 2022
was primarily related to lower RINs prices and throughput for the six months
ended June 30, 2022 compared to the prior period. The decrease in RINs
revaluation in 2022 was a result of decreased volatility in RINs prices for the
current period and the EPA revising the 2020 RVO and finalizing the 2021 and
2022 RVOs. The Petroleum Segment also recognized a net loss on derivatives of
$53 million during the six months ended June 30,


                                                              June 30, 2022 | 38
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2022 compared to a derivative loss of $34 million during the six months ended
June 30, 2021. Our derivative activity was primarily a result of inventory
hedging activity, Canadian crude oil purchases and sales, and crack spread
swaps.
           Direct Operating Expenses (1)       Direct Operating Expenses (1)

[[Image Removed: cvi-20220630_g22.jpg]][[Image Removed: cvi-20220630_g23.jpg]]

(1)Exclusive of depreciation and amortization expense.



Direct Operating Expenses (Exclusive of Depreciation and Amortization) - For the
three and six months ended June 30, 2022, direct operating expenses (exclusive
of depreciation and amortization) were $112 million and $211 million,
respectively, as compared to $83 million and $182 million for the three and six
months ended June 30, 2021, respectively. The increases in the current periods
were primarily due to increased natural gas costs, repairs and maintenance
expense, and personnel costs. On a total throughput barrel basis, direct
operating expenses increased to $6.12 and $5.85 per barrel, for three and six
months ended June 30, 2022, respectively, from $4.23 and $4.99 per barrel, for
the three and six months ended June 30, 2021, respectively, which was due to
increased costs mentioned above and decreased throughput volume compared to the
prior periods caused by the Wynnewood turnaround in the first quarter of 2022,
startup of the RDU, and minor plant outages in the current period.
                                            Selling, General and

Administrative


        Depreciation and Amortization               Expenses, and Other


 [[Image Removed: cvi-20220630_g24.jpg]][[Image Removed: cvi-20220630_g25.jpg]]
Depreciation and Amortization Expense - For the three and six months ended June
30, 2022, depreciation and amortization expense decreased $5 million and
$9 million, respectively, compared to the three and six months ended June 30,
2021, primarily due to assets being fully depreciated in 2021 and early 2022.


                                                              June 30, 2022 | 39


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Selling, General, and Administrative Expenses, and Other - For the three and six
months ended June 30, 2022, selling, general and administrative expenses and
other were $23 million and $44 million, respectively, as compared to $19 million
and $36 million, for the three and six months ended June 30, 2021, respectively.
The increases were primarily a result of increased personnel costs driven by
higher share-based compensation.

Nitrogen Fertilizer Segment



Utilization and Production Volumes - The following tables summarize the
consolidated ammonia utilization from the Nitrogen Fertilizer Segment's
facilities in Coffeyville, Kansas (the "Coffeyville Fertilizer Facility") and
East Dubuque, Illinois (the "East Dubuque Fertilizer Facility"). Utilization is
an important measure used by management to assess operational output at each of
the Nitrogen Fertilizer Segment's facilities. Utilization is calculated as
actual tons of ammonia produced divided by capacity adjusted for planned
maintenance and turnarounds.

Utilization is presented solely on ammonia production rather than each nitrogen
product as it provides a comparative baseline against industry peers and
eliminates the disparity of facility configurations for upgrade of ammonia into
other nitrogen products. With efforts primarily focused on ammonia upgrade
capabilities, we believe this measure provides a meaningful view of how well we
operate.

Gross tons produced for ammonia represent the total ammonia produced, including
ammonia produced that was upgraded into other fertilizer products. Net tons
available for sale represent the ammonia available for sale that was not
upgraded into other fertilizer products. The table below presents all of these
Nitrogen Fertilizer Segment metrics for the three and six months ended June 30,
2022 and 2021:
                                                      Three Months Ended                         Six Months Ended
                                                           June 30,                                  June 30,
                                                   2022                 2021                 2022                2021
Consolidated Ammonia Utilization                       89  %                98  %                88  %               93  %

Production Volumes (in thousands of tons)
Ammonia (gross produced)                              193                  217                     380                 404
Ammonia (net available for sale)                       50                   70                     102                 140
UAN                                                   331                  334                     648                 606



On a consolidated basis for the three and six months ended June 30, 2022, the
Nitrogen Fertilizer Segment's utilization decreased to 89% and 88%,
respectively. The decreases during the current periods were primarily due to
unplanned downtime in 2022 associated with the Messer air separation plant
("Messer") at the Coffeyville Fertilizer Facility and various pieces of
equipment at the East Dubuque Fertilizer Facility.

Sales and Pricing per Ton - Two of the Nitrogen Fertilizer Segment's key
operating metrics are total sales volumes for ammonia and UAN, along with the
product pricing per ton realized at the gate. Total product sales volumes were
unfavorable, driven by lower production at the Coffeyville Fertilizer Facility
due to reduced downtime from Messer outages and various pieces of equipment at
the East Dubuque Fertilizer Facility in 2022, as compared to 2021. For the three
and six months ended June 30, 2022, total product sales were favorable, driven
by sales price increases of 193% and 202%, respectively, for ammonia and 134%
and 154%, respectively, for UAN. Ammonia and UAN sales prices were favorable
primarily due to lower fertilizer supply driven by production outages from
Hurricane Ida in August and September 2021, increased industry turnaround
activity, energy shortages in Europe and Asia, and the impacts from the
Russia-Ukraine conflict, coupled with higher crop pricing. Product pricing at
the gate represents net sales less freight revenue divided by product sales
volume in tons and is shown in order to provide a pricing measure comparable
across the fertilizer industry.


                                                              June 30, 2022 | 40
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  Table of Contents
                                                       Three Months Ended                          Six Months Ended
                                                            June 30,                                   June 30,
                                                     2022                  2021                 2022                2021
Consolidated sales (thousand tons)
Ammonia                                                52                     80                  91                  112
UAN                                                   287                    370                 609                  609

Consolidated product pricing at gate (dollars
per ton)
Ammonia                                       $     1,182               $    403          $    1,127             $    373
UAN                                                   555                    237                 524                  206



Feedstock - The Coffeyville Fertilizer Facility utilizes a pet coke gasification
process to produce nitrogen fertilizer. The East Dubuque Fertilizer Facility
uses natural gas in its production of ammonia. The table below presents these
feedstocks for both facilities within the Nitrogen Fertilizer Segment for the
three and six months ended June 30, 2022 and 2021:
                                                        Three Months Ended                     Six Months Ended
                                                             June 30,                              June 30,
                                                       2022                2021              2022              2021

Petroleum coke used in production (thousand             116                 134                224              262

tons)


Petroleum coke (dollars per ton)                 $    49.91             $ 36.69          $   53.06          $ 39.73
Natural gas used in production (thousands of          1,936               2,154              3,697            4,036
MMBtu) (1)
Natural gas used in production (dollars per      $     7.34             $  3.04          $    6.48          $  3.07
MMBtu) (1)
Natural gas in cost of materials and other            1,707               2,711              3,235            3,650
(thousands of MMBtu) (1)
Natural gas in cost of materials and other       $     5.98             $  3.06          $    5.81          $  3.03
(dollars per MMBtu) (1)

(1)The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in Direct operating expenses (exclusive of depreciation and amortization).

Nitrogen Fertilizer Segment Financial Highlights (Three and Six Months Ended June 30, 2022 versus June 30, 2021)



Overview - For the three months ended June 30, 2022, the Nitrogen Fertilizer
Segment's operating income and net income were $126 million and $118 million,
respectively, representing improvements of $96 million and $111 million,
respectively, compared to operating income and net income of $30 million and $7
million, respectively, for the three months ended June 30, 2021. For the six
months ended June 30, 2022, the Nitrogen Fertilizer Segment's operating income
and net income were $230 million and $211 million, respectively, representing a
$214 million and $229 million increase in operating income and net income,
respectively, compared to operating income and net loss of $16 million and $18
million, respectively, for the six months ended June 30, 2021. These increases
for both periods were driven by higher product sales prices for UAN and ammonia
compared to the prior periods.


                                                              June 30, 2022 | 41
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Table of Contents

Net Sales       Operating Income

[[Image Removed: cvi-20220630_g26.jpg]][[Image Removed: cvi-20220630_g27.jpg]]


                          Net Income (Loss)        EBITDA (1)

[[Image Removed: cvi-20220630_g28.jpg]][[Image Removed: cvi-20220630_g29.jpg]]

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

Net Sales - For the three months ended June 30, 2022, the Nitrogen Fertilizer
Segment's net sales increased by $106 million to $244 million compared to the
three months ended June 30, 2021. This increase was primarily due to favorable
UAN and ammonia pricing conditions which contributed $131 million in higher
revenues, partially offset by decreased sales volumes which contributed $31
million in lower revenues, as compared to the three months ended June 30, 2021.

The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021:


                 (in millions)      Price Variance       Volume Variance
                 UAN               $            91      $           (20)
                 Ammonia                        40                  (11)



The $779 and $318 per ton increases in ammonia and UAN sales pricing,
respectively, for the three months ended June 30, 2022, as compared to the three
months ended June 30, 2021, were primarily attributable to continued tight
market conditions following the production outages related to Hurricane Ida in
2021, heightened turnaround activity during the summer of 2021,


                                                              June 30, 2022 | 42
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energy shortages in Europe and Asia, and further supply concerns due to the
Russia-Ukraine conflict, coupled with higher crop pricing. The decrease in UAN
and ammonia sales volumes for the three months ended June 30, 2022 compared to
the three months ended June 30, 2021 was primarily attributable to lower
production due to unplanned downtime associated with the Messer outages at the
Coffeyville Fertilizer Facility and various pieces of equipment at the East
Dubuque Fertilizer Facility in 2022.

For the six months ended June 30, 2022, the Nitrogen Fertilizer Segment's net
sales increased by $268 million to $467 million compared to the six months ended
June 30, 2021. This increase was primarily due to favorable UAN and ammonia
pricing conditions which contributed $262 million in higher revenues, partially
offset by decreased sales volumes which contributed $8 million in lower
revenues, as compared to the six months ended June 30, 2021.

The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021:


                 (in thousands)     Price Variance       Volume Variance
                 UAN               $           193      $             -
                 Ammonia                        69                   (8)



The $754 and $318 per ton increases in ammonia and UAN sales pricing,
respectively, for the six months ended June 30, 2022 as compared to the six
months ended June 30, 2021 were primarily attributable to continued tight market
conditions following the production outages related to Hurricane Ida in 2021,
heightened turnaround activity during the summer of 2021, energy shortages in
Europe and Asia, and further supply concerns due to the Russia-Ukraine conflict,
coupled with higher crop pricing. The depressed ammonia sales volumes for the
six months ended June 30, 2022 compared to the six months ended June 30, 2021
was primarily attributable to a higher rate of ammonia production converted to
UAN for sale, along with lower ammonia production due to unplanned downtime
associated with the Messer outages at the Coffeyville Fertilizer Facility and
various pieces of equipment at the East Dubuque Fertilizer Facility in 2022.

Cost of Materials and Other - For the three and six months ended June 30, 2022,
cost of materials and other was $41 million and $71 million, respectively,
compared to $26 million and $44 million for the three and six months ended June
30, 2021, respectively. For the three and six months ended June 30, 2022,
increased costs were comprised primarily of $12 million and $13 million
increases in purchases of nitrogen and ammonia, respectively, $8 million and $12
million increases in natural gas pricing and usage at the East Dubuque
Fertilizer Facility, respectively, $2 million and $5 million increases in
distribution costs driven by freight, respectively, and $1 million and $2
million increases in pet coke and hydrogen feedstock costs at the Coffeyville
Fertilizer Facility, respectively. The increases were partially offset by a
higher build in inventories contributing $7 million and $5 million,
respectively.

Non-GAAP Measures



Our management uses certain non-GAAP performance measures, and reconciliations
to those measures, to evaluate current and past performance and prospects for
the future to supplement our financial information presented in accordance with
accounting principles generally accepted in the United States ("GAAP"). These
non-GAAP financial measures are important factors in assessing our operating
results and profitability and include the performance and liquidity measures
defined below.

The following are non-GAAP measures we present for the period ended June 30, 2022:

EBITDA - Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

Petroleum EBITDA and Nitrogen Fertilizer EBITDA - Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.

Refining Margin - The difference between our Petroleum Segment net sales and cost of materials and other.

Refining Margin, adjusted for Inventory Valuation Impacts - Refining Margin adjusted to exclude the impact of current period market price and volume fluctuations on crude oil and refined product inventories purchased in prior periods and lower

June 30, 2022 | 43
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of cost or net realizable value adjustments, if applicable. We record our
commodity inventories on the first-in-first-out basis. As a result, significant
current period fluctuations in market prices and the volumes we hold in
inventory can have favorable or unfavorable impacts on our refining margins as
compared to similar metrics used by other publicly-traded companies in the
refining industry.

Refining Margin and Refining Margin adjusted for Inventory Valuation Impacts,
per Throughput Barrel - Refining Margin and Refining Margin adjusted for
Inventory Valuation Impacts divided by the total throughput barrels during the
period, which is calculated as total throughput barrels per day times the number
of days in the period.

Direct Operating Expenses per Throughput Barrel - Direct operating expenses for
our Petroleum Segment divided by total throughput barrels for the period, which
is calculated as total throughput barrels per day times the number of days in
the period.

Adjusted EBITDA, Adjusted Petroleum EBITDA and Adjusted Nitrogen Fertilizer
EBITDA - EBITDA, Petroleum EBITDA and Nitrogen Fertilizer EBITDA adjusted for
certain significant non-cash items and items that management believes are not
attributable to or indicative of our on-going operations or that may obscure our
underlying results and trends.

Adjusted Earnings (Loss) per Share - Earnings (loss) per share adjusted for
certain significant non-cash items and items that management believes are not
attributable to or indicative of our on-going operations or that may obscure our
underlying results and trends.

Free Cash Flow - Net cash provided by (used in) operating activities less capital expenditures and capitalized turnaround expenditures.

Net Debt and Finance Lease Obligations - Net debt and finance lease obligations is total debt and finance lease obligations reduced for cash and cash equivalents.



Total Debt and Net Debt and Finance Lease Obligations to EBITDA Exclusive of
Nitrogen Fertilizer - Total debt and net debt and finance lease obligations is
calculated as the consolidated debt and net debt and finance lease obligations
less the Nitrogen Fertilizer Segment's debt and net debt and finance lease
obligations as of the most recent period ended divided by EBITDA exclusive of
the Nitrogen Fertilizer Segment for the most recent twelve-month period.

We present these measures because we believe they may help investors, analysts,
lenders and ratings agencies analyze our results of operations and liquidity in
conjunction with our U.S. GAAP results, including but not limited to our
operating performance as compared to other publicly-traded companies in the
refining and fertilizer industries, without regard to historical cost basis or
financing methods and our ability to incur and service debt and fund capital
expenditures. Non-GAAP measures have important limitations as analytical tools,
because they exclude some, but not all, items that affect net earnings and
operating income. These measures should not be considered substitutes for their
most directly comparable U.S. GAAP financial measures. See "Non-GAAP
Reconciliations" included herein for reconciliation of these amounts. Due to
rounding, numbers presented within this section may not add or equal to numbers
or totals presented elsewhere within this document.

Factors Affecting Comparability of Our Financial Results

Our historical results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future for the reasons discussed below.

Petroleum Segment

Coffeyville Refinery - During the three and six months ended June 30, 2022, we
capitalized $1 million and $2 million, respectively, related to the pre-planning
phase of a major planned turnaround that is currently expected to commence in
the spring of 2023.

Wynnewood Refinery - The Petroleum Segment's Wynnewood Refinery's major planned
turnaround began in late February 2022 and was completed in early April 2022.
The pre-planning phase began during the first quarter of 2021. During the three
and six months ended June 30, 2022, we capitalized $4 million and $67 million,
respectively, and during the three and six months ended June 30, 2021, we
capitalized less than $1 million and $1 million, respectively, related to the
pre-planning activities.


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Table of Contents

Nitrogen Fertilizer Segment



Coffeyville Fertilizer Facility - A planned turnaround at the Coffeyville
Fertilizer Facility commenced in July 2022 and is expected to be completed in
early to mid-August 2022. For the three and six months ended June 30, 2022, we
incurred turnaround expense of less than $1 million for both periods related to
planning for this turnaround.

East Dubuque Fertilizer Facility - The next planned turnaround at the East
Dubuque Fertilizer Facility is currently expected to commence during August
2022. For the three and six months ended June 30, 2022, we incurred turnaround
expense of approximately $1 million for both periods related to planning for
this turnaround.

Non-GAAP Reconciliations

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA


                                                       Three Months Ended                       Six Months Ended
                                                            June 30,                                June 30,
(in millions)                                        2022               2021                 2022                 2021
Net income (loss)                                $      239          $     (2)         $     392               $    (57)
Interest expense, net                                    23                38                 48                     69
Income tax expense (benefit)                             66                (6)                99                    (48)
Depreciation and amortization                            73                72                140                    138
EBITDA                                                  401               102                679                    102
Adjustments:
Revaluation of RFS liability                             51                58                 70                    169
Gain on marketable securities                             -               (21)                 -                    (83)
Unrealized loss (gain) on derivatives                    21               (37)                15                      7
Inventory valuation impacts, favorable                  (41)              (36)              (177)                  (102)
Call Option Lawsuits settlement (1)                      79                 -                 79                      -

Adjusted EBITDA                                  $      511          $     66          $     666               $     93

Reconciliation of Basic and Diluted Earnings (Loss) per Share to Adjusted Earnings (Loss) per Share


                                                      Three Months Ended                      Six Months Ended
                                                           June 30,                               June 30,
                                                    2022                2021               2022              2021
Basic and diluted earnings (loss) per share   $    1.64              $  (0.06)         $    2.57          $  (0.45)
Adjustments: (2)
Revaluation of RFS liability                       0.38                  0.42               0.52              1.25
Gain on marketable securities                         -                 (0.15)                 -             (0.61)
Unrealized loss (gain) on derivatives              0.16                 (0.27)              0.11              0.05
Inventory valuation impacts, favorable            (0.31)                (0.26)             (1.31)            (0.75)
Call Option Lawsuits settlement (1)                0.58                     -               0.58                 -

Adjusted earnings (loss) per share            $    2.45              $  (0.32)         $    2.47          $  (0.51)




(1)Refer to Part I, Item 1, Note 12 ("Commitments and Contingencies") of this
Report for further discussion.
(2)Amounts are shown after-tax, using the Company's marginal tax rate, and are
presented on a per share basis using the weighted average shares outstanding for
each period.



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Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow
                                                    Three Months Ended                       Six Months Ended
                                                         June 30,                                June 30,
                                                  2022               2021                 2022                 2021

Net cash provided by operating activities $ 390 $ 147

         $     712               $    243

Less:


Capital expenditures                                 (62)              (92)               (88)                  (126)
Capitalized turnaround expenditures                  (53)               (1)               (68)                    (2)
Free cash flow                                $      275          $     54          $     556               $    115



Reconciliation of Petroleum Segment Net Income (Loss) to EBITDA and Adjusted
EBITDA
                                                    Three Months Ended                       Six Months Ended
                                                         June 30,                                June 30,
(in millions)                                     2022               2021                 2022                2021
Petroleum net income (loss)                   $      306          $    (13)         $     432              $   (123)
Interest income, net                                  (5)               (5)               (11)                   (8)

Depreciation and amortization                         46                51                 93                   102
Petroleum EBITDA                                     347                33                514                   (29)
Adjustments:
Revaluation of RFS liability                          51                58                 70                   169
Unrealized loss (gain) on derivatives                 22               (37)                17                     7
Inventory valuation impacts, favorable (1)           (37)              (36)              (170)                 (102)
Petroleum Adjusted EBITDA                     $      383          $     18          $     431              $     45

Reconciliation of Petroleum Segment Gross Profit (Loss) to Refining Margin and Refining Margin Adjusted for Inventory Valuation Impact


                                                      Three Months Ended                      Six Months Ended
                                                           June 30,                               June 30,
(in millions)                                       2022                2021               2022              2021
Net sales                                     $    2,868             $  1,648          $   5,022          $  3,052
Less:
Cost of materials and other                       (2,390)              (1,515)            (4,247)           (2,868)
Direct operating expenses (exclusive of
depreciation and amortization)                      (112)                 (83)              (211)             (182)
Depreciation and amortization                        (46)                 (51)               (93)             (102)
Gross profit (loss)                                  320                   (1)               471              (100)

Add:


Direct operating expenses (exclusive of
depreciation and amortization)                       112                   83                211               182
Depreciation and amortization                         46                   51                 93               102
Refining margin                                      478                  133                775               184
Inventory valuation impacts, favorable (1)           (37)                 (36)              (170)             (102)
Refining margin, adjusted for inventory
valuation impacts                             $      441             $     97          $     605          $     82




(1)The Petroleum Segment's basis for determining inventory value under GAAP is
First-In, First-Out ("FIFO"). Changes in crude oil prices can cause fluctuations
in the inventory valuation of crude oil, work in process and finished goods,
thereby resulting in a favorable inventory valuation impact when crude oil
prices increase and an unfavorable inventory valuation impact when crude oil
prices decrease. The inventory valuation impact is calculated based upon
inventory values at the beginning of the accounting period and at the end of the


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accounting period. In order to derive the inventory valuation impact per total
throughput barrel, we utilize the total dollar figures for the inventory
valuation impact and divide by the number of total throughput barrels for the
period.

Reconciliation of Petroleum Segment Total Throughput Barrels


                                                            Three Months Ended                                   Six Months Ended
                                                                 June 30,                                            June 30,
                                                     2022                        2021                     2022                        2021
Total throughput barrels per day                      201,246                    216,626                   199,306                    201,444
Days in the period                                         91                         91                       181                        181
Total throughput barrels                           18,313,357                 19,712,929                36,074,355                 36,461,311



Reconciliation of Petroleum Segment Refining Margin per Total Throughput Barrel
                                                       Three Months Ended                       Six Months Ended
                                                            June 30,                                June 30,
(in millions, except per total throughput
barrel)                                              2022                 2021               2022               2021
Refining margin                               $       478              $    133          $      775          $    184
Divided by: total throughput barrels                   18                    20                  36                36
Refining margin per total throughput barrel   $     26.10              $

6.72 $ 21.50 $ 5.04

Reconciliation of Petroleum Segment Refining Margin Adjusted for Inventory Valuation Impact per Total Throughput Barrel


                                                       Three Months Ended                       Six Months Ended
                                                            June 30,                                June 30,
(in millions, except per total throughput
barrel)                                              2022                 2021               2022               2021
Refining margin, adjusted for inventory
valuation impact                              $       441              $     97          $      605          $     82
Divided by: total throughput barrels                   18                    20                  36                36
Refining margin adjusted for inventory
valuation impact per total throughput barrel  $     24.08              $

4.92 $ 16.77 $ 2.25





Reconciliation of Petroleum Segment Direct Operating Expenses per Total
Throughput Barrel
                                                        Three Months Ended                        Six Months Ended
                                                             June 30,                                 June 30,
(in millions, except per total throughput
barrel)                                               2022                 2021                2022                2021
Direct operating expenses (exclusive of
depreciation and amortization)                 $      112               $     83          $     211             $    182
Divided by: total throughput barrels                   18                     20                 36                   36
Direct operating expenses per total throughput
barrel                                         $     6.12               $   4.23          $    5.85             $   4.99



Reconciliation of Nitrogen Fertilizer Segment Net Income (Loss) to EBITDA and
Adjusted EBITDA
                                                    Three Months Ended                       Six Months Ended
                                                         June 30,                                June 30,
(in millions)                                     2022               2021                 2022                 2021

Nitrogen Fertilizer net income (loss) $ 118 $ 7

         $     211               $    (18)
Interest expense, net                                  8                23                 18                     39

Depreciation and amortization                         21                21                 42                     35
Nitrogen Fertilizer EBITDA and Adjusted
EBITDA                                        $      147          $     51          $     271               $     56





                                                              June 30, 2022 | 47


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Table of Contents Reconciliation of Total Debt and Net Debt and Finance Lease Obligations to EBITDA Exclusive of Nitrogen Fertilizer


                                                                           Twelve Months Ended
(in millions)                                                                 June 30, 2022
Total debt and finance lease obligations (1)                               $           1,594

Less:


Nitrogen Fertilizer debt and finance lease obligations (1)                 $             547

Total debt and finance lease obligations exclusive of Nitrogen Fertilizer

            1,047

EBITDA exclusive of Nitrogen Fertilizer                                    $             611

Total debt and finance lease obligations to EBITDA exclusive of Nitrogen Fertilizer

                                                                              1.71

Consolidated cash and cash equivalents                                     $             893

Less:


Nitrogen Fertilizer cash and cash equivalents                                            156
Cash and cash equivalents exclusive of Nitrogen Fertilizer                               737

Net debt and finance lease obligations exclusive of Nitrogen Fertilizer (2)

                                                                        $             310

Net debt and finance lease obligations to EBITDA exclusive of Nitrogen
Fertilizer (2)                                                                          0.51




(1)Amounts are shown inclusive of the current portion of long-term debt and
finance lease obligations.
(2)Net debt represents total debt and finance lease obligations exclusive of
cash and cash equivalents.

Latest news about CVR Energy, Inc.

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Transcript : CVR Energy, Inc., Q4 2023 Earnings Call, Feb 21, 2024	Feb. 21
CVR Energy Q4 Adjusted Earnings, Sales Decline	Feb. 21	MT
CVR Energy, Inc. Reports Earnings Results for the Fourth Quarter and Full Year Ended December 31, 2023	Feb. 20	CI
Earnings Flash (CVI) CVR ENERGY Posts Q4 EPS $0.65	Feb. 20	MT
Earnings Flash (CVI) CVR ENERGY Posts Q4 Revenue $2.2B, vs. Street Est of $2.26B	Feb. 20	MT
CVR Energy Announces a Fourth Quarter 2023 Cash Dividend, Payable on March 11, 2024	Feb. 20	CI
Former Canada Prime Minister's hedge fund pushes Kohl's to sell itself -sources	Feb. 06	RE
US oil refiners ask EPA to limit participation in renewable fuel credit market	Jan. 23	RE
North American Morning Briefing : Central Bankers -2-	Jan. 17	DJ
RFA Asks Fifth Circuit to Rehear SRE Case, Transfer to DC Circuit -- OPIS	Jan. 09	DJ
CVR Energy, Inc. Completes the Issuance of $600 Million in Aggregate Principal Amount of 8.500% Senior Notes Due 2029	Dec. 21	CI
Sector Update: Energy Stocks Gain Premarket Monday	Dec. 11	MT
Fed Meeting, Inflation Data Awaited as Exchange-Traded Funds, Equity Futures Decline Pre-Bell Monday	Dec. 11	MT
CVR Energy Prices Private Placement of $600 Million Notes Due 2029	Dec. 08	MT
CVR Energy, Inc. Announces Private Placement of $600 Million of Senior Notes	Dec. 07	CI
Goldman Sachs Trims Price Target on CVR Energy to $30 From $31, Sees Strong Return of Capital But Remains Cautious Amid Recent Outperformance; Maintains Sell Rating	Nov. 29	MT
Tranche Update on CVR Energy, Inc.'s Equity Buyback Plan announced on October 23, 2019.	23-10-31	CI
Tranche Update on CVR Energy, Inc.'s Equity Buyback Plan announced on October 23, 2019.	23-10-31	CI
Transcript : CVR Energy, Inc., Q3 2023 Earnings Call, Oct 31, 2023	23-10-31
CVR Energy Q3 Adjusted Profit, Sales Decline; OKs Regular, Special Dividends	23-10-31	MT
CVR Energy, Inc. Provides Production Guidance for the Fourth Quarter 2023	23-10-30	CI
CVR Energy, Inc. Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2023	23-10-30	CI

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Company Profile

CVR Energy, Inc. is a diversified holding company primarily engaged in the renewable fuels and petroleum refining and marketing businesses, as well as in the nitrogen fertilizer manufacturing business through its interest in its subsidiary, CVR Partners, LP (CVR Partners). The Company operates through two segments: Petroleum and Nitrogen Fertilizer. Petroleum Segment refines and markets high-value transportation fuels primarily in the form of gasoline and diesel fuels. Petroleum Segment is composed of the assets and operations of two refineries located in Coffeyville, Kansas and Wynnewood, Oklahoma and supporting logistics assets in the region. Nitrogen Fertilizer segment produces and markets nitrogen fertilizers in the form of urea and ammonium nitrate (UAN) and ammonia. The Company's Nitrogen Fertilizer Segment is composed of the assets and operations of CVR Partners, including two nitrogen fertilizer manufacturing facilities located in Coffeyville, Kansas and East Dubuque, Illinois.

Sector

Oil & Gas Refining and Marketing

Calendar

2024-04-28 - Q1 2024 Earnings Release

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Russell 2000

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Ratings for CVR Energy, Inc.

Trading Rating

Investor Rating

ESG Refinitiv

D+

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Analysts' Consensus

Sell

Buy

Mean consensus

UNDERPERFORM

Number of Analysts

Last Close Price

33.69 USD

Average target price

32.2 USD

Spread / Average Target

-4.42%

Consensus

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Estimates Revisions

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Company calendar

Sector Petroleum Refining

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Petroleum Refining