FinanceLooker

Excrept from filing document 2024-12-31

At June 30 2024 the aggregate market value of the voting common units held by non affiliates of the registrant was approximately 502 4 million based upon the closing price of its common units on the New York Stock Exchange Composite tape As of February 14 2025 there were 10 569 637 of the registrant s common units outstanding
Capacity is defined as the throughput a process unit is capable of sustaining either on a calendar or operating day basis The throughput may be expressed in terms of maximum sustainable nameplate or economic capacity The maximum sustainable or nameplate capacities may not be the most economical The economic capacity is the throughput that generally provides the greatest economic benefit based on considerations such as feedstock costs product values regulatory compliance costs and downstream unit constraints
A clear colorless flammable oxygenated hydrocarbon Ethanol is typically produced chemically from ethylene or biologically from fermentation of various sugars from carbohydrates found in agricultural crops and cellulosic residues from crops or wood It is used in the United States as a gasoline octane enhancer and oxygenate
A periodically performed standard procedure to inspect refurbish repair and maintain the facility assets This process involves the shutdown and inspection of major processing units and generally occurs every three years A turnaround will typically extend the operating life of a facility and return performance to desired operating levels
this Report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended the Securities Act and Section 21E of the Securities Exchange Act of 1934 as amended the Exchange Act including but not limited to those under Part I Item 1 Business Part I Item 1A Risk Factors and Part II Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations of this Report These forward looking statements are subject to a number of risks and uncertainties many of which are beyond our control All statements other than statements of historical fact including without limitation statements regarding future operations financial position estimated revenues and losses growth capital projects unit repurchases impacts of legal proceedings projected costs prospects plans and objectives of management are forward looking statements The words could believe anticipate intend estimate expect may continue predict potential project and similar terms and phrases are intended to identify forward looking statements
Although we believe our assumptions concerning future events are reasonable a number of risks uncertainties and other factors could cause actual results and trends to differ materially from those projected or forward looking Forward looking statements as well as certain risks contingencies or uncertainties that may impact our forward looking statements include but are not limited to the following
the effects of changes in market conditions market volatility fertilizer natural gas and other commodity prices demand for those commodities storage and transportation capabilities and costs inflation and the impact of such changes on our operating results and financial condition
our reliance on or our ability to procure economically or at all petroleum coke pet coke we purchase from subsidiaries of CVR Energy Inc together with its subsidiaries but excluding the Partnership and its subsidiaries CVR Energy and other third party suppliers
our reliance on the natural gas electricity oxygen nitrogen sulfur processing compressed dry air and other products that we purchase from third parties and the facility operating risks associated with these third parties
operational upsets or changes in laws that could impact our ability to qualify for the amount of or the receipt of credits if any under Section 45Q of the Internal Revenue Code of 1986 as amended or any similar law rule or regulation
competition in the nitrogen fertilizer business and foreign wheat and coarse grain production including impacts thereof as a result of farm planting acreage domestic and global supply and demand and domestic or international duties tariffs or other factors
existing and future laws rulings policies and regulations including the reinterpretation or amplification thereof by regulators and including but not limited to those relating to the environment climate change or the production transportation or storage of hazardous chemicals materials or substances like ammonia including potential liabilities or capital requirements arising from such laws rulings policies or regulations and the impacts thereof on macroeconomic factors consumer activity or otherwise
political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by a new administration including the imposition of tariffs and changes in climate or other energy laws rules regulations or policies
erosion of demand for our products due to or other impacts of climate change and environmental social and governance initiatives or other factors whether from regulators rating agencies lenders investors litigants customers vendors the public or others
political disturbances geopolitical conflicts instability including but not limited to volatility in the capital credit and commodities markets and in the global economy and tensions and associated changes in global trade policies tariffs and economic sanctions including but not limited to in connection with the Russia Ukraine war and the conflict in the Middle East and any continued spread or expansion thereof and any other ongoing or potential global or regional conflicts
the volatile nature of ammonia potential liability for accidents involving ammonia including damage or injury to persons property the environment or human health and increased costs related to the transport or production of ammonia
the potential inability to successfully implement our business strategies at all or on time and within our anticipated budgets including significant capital programs or projects turnarounds or carbon reduction initiatives at our fertilizer facilities and the costs thereof
the number of investors willing to hold or acquire our common units and impacts of any changes in ownership of our common units by CVR Energy Mr Carl C Icahn or their affiliates or of CVR Energy s common stock by Mr Carl C Icahn or his affiliates
All forward looking statements contained in this Report only speak as of the date of this Report We undertake no obligation to publicly update or revise any forward looking statements to reflect events or circumstances that occur after the date of this Report or to reflect the occurrence of unanticipated events except to the extent required by law
Investors should note that we make available free of charge on our website at www CVRPartners com our annual reports on Form 10 K quarterly reports on Form 10 Q current reports on Form 8 K and any amendments to those reports as soon as reasonably practicable after we electronically file such material with or furnish it to the Securities and Exchange Commission the SEC We also post announcements updates events investor information and presentations on our website in addition to copies of all recent news releases We may use the Investor Relations section of our website to communicate with investors It is possible that the financial and other information posted there could be deemed to be material information Documents and information on our website are not incorporated by reference herein
Any liability for accidents involving ammonia or other products we produce or transport that cause severe damage to property or injury to the environment and human health could have a material adverse effect on our business
Our facilities face significant risks due to physical damage hazards environmental liability risk exposure and unplanned or emergency partial or total facility shutdowns which could cause property damage or injuries and a material decline in production which are not fully insured
Mr Carl C Icahn s controlling ownership of CVR Energy and Icahn Enterprises L P IEP and his interests or those of CVR Energy or IEP or their affiliates may conflict with our interests and those of our unitholders
We may not have sufficient available cash to pay any quarterly distribution on common units or the board of directors of the Partnership s general partner the Board may elect to take reserves or distribute less than all of our available cash
Our partnership agreement has limited our general partner s liability replaces default fiduciary duties and restricts the remedies available to common unitholders for actions that without these limitations and reductions might otherwise constitute breaches of fiduciary duty
Our public common unitholders have limited voting rights and are not entitled to elect our general partner or our general partner s directors and do not have sufficient voting power to remove our general partner without CVR Energy s consent
The IRS may challenge our treatment of each purchaser of our common units as having the same tax benefits without regard to the common units actually purchased which could adversely affect the value of our common units
Our common unitholders will likely be subject to state and local taxes as well as income tax return filing requirements in jurisdictions where they do not live as a result of investing in our common units
Part I should be read in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations in Part II Item 7 and our consolidated financial statements and related notes thereto in Part II Item 8 of this Report
CVR Partners LP CVR Partners or the Partnership is a Delaware limited partnership formed in 2011 by CVR Energy Inc together with its subsidiaries but excluding the Partnership and its subsidiaries CVR Energy to own operate and grow its nitrogen fertilizer business The Partnership produces and distributes nitrogen fertilizer products which are used by farmers to improve the yield and quality of their crops primarily corn and wheat The Partnership produces these products at two manufacturing facilities one located in Coffeyville Kansas operated by its wholly owned subsidiary Coffeyville Resources Nitrogen Fertilizers LLC CRNF the Coffeyville Facility and one located in East Dubuque Illinois operated by its wholly owned subsidiary East Dubuque Nitrogen Fertilizers LLC EDNF the East Dubuque Facility and together with the Coffeyville Facility the Facilities The Facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products principally urea ammonium nitrate UAN The Partnership s products are sold on a wholesale basis in the United States of America References to CVR Partners the Partnership we us and our may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities as the context may require Additionally as the context may require references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum and renewables refining marketing and logistics operations
We own and operate a nitrogen fertilizer production facility in Coffeyville Kansas that includes a gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen a 1 300 ton per day capacity ammonia unit and a 3 100 ton per day capacity UAN unit The Coffeyville Facility is the only nitrogen fertilizer facility in North America that utilizes pet coke which is purchased from CVR Energy and third parties in a gasification process to produce hydrogen for use in manufacturing nitrogen fertilizer
We own and operate a nitrogen fertilizer production facility in East Dubuque Illinois that includes a 1 075 ton per day capacity ammonia unit and a 950 ton per day capacity UAN unit The East Dubuque Facility has the flexibility to vary its product mix thereby enabling it to upgrade a portion of its ammonia production into varying amounts of UAN and nitric acid depending on market demand pricing and storage availability The East Dubuque Facility utilizes natural gas which is purchased from third parties to produce hydrogen for use in manufacturing nitrogen fertilizer
Nutrients are depleted in soil over time and therefore must be replenished through fertilizer application Nitrogen is the most quickly depleted nutrient and must be replenished every year whereas phosphate and potassium can be retained in soil for up to three years Plants require nitrogen in the largest amounts and it accounts for approximately 58 of primary fertilizer consumption on a nutrient ton basis per the International Fertilizer Association IFA
The three primary forms of nitrogen fertilizer used in the United States are ammonia urea and UAN Unlike ammonia and urea UAN can be applied throughout the growing season and can be applied in tandem with pesticides and herbicides providing farmers with flexibility and cost savings As a result of these factors UAN typically commands a premium price to urea and ammonia on a nitrogen equivalent basis
The nitrogen fertilizer products we produce are globally traded commodities and are subject to price competition The customers for our products make their purchasing decisions principally on the basis of delivered price and to a lesser extent on customer service and product quality The selling prices of our products fluctuate in response to global market conditions feedstock costs and changes in supply and demand
Because we primarily sell agricultural commodity products our business is exposed to seasonal fluctuations in demand for nitrogen fertilizer products in the agricultural industry In addition the demand for fertilizers is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers who make planting decisions based largely on the prospective profitability of a harvest The specific varieties and amounts of fertilizer they apply depend on factors like crop prices farmers current liquidity soil conditions weather patterns and the types of crops planted We typically experience higher net sales in the first half of the calendar year which is referred to as the planting season and net sales tend to be lower during the second half of each calendar year which is referred to as the fill season
Global demand for fertilizers is driven primarily by grain demand and prices which in turn are driven by population growth farmland per capita dietary changes in the developing world and increased consumption of bio fuels According to the IFA from 1981 to 2024 global fertilizer demand grew 6 annually Global fertilizer use consisting of nitrogen phosphate and potash is projected to increase by 1 through 2025 to meet global food demand according to a study funded by the Food and Agricultural Organization of the United Nations Currently the developed world uses fertilizer more intensively than the developing world but sustained economic growth in emerging markets is increasing food demand and fertilizer use In addition populations in developing countries are shifting to more protein rich diets as their incomes increase with such consumption requiring more grain for animal feed As an example China s wheat and coarse grains production is estimated to have increased 48 between 2011 and 2024 but still failed to keep pace with increases in demand prompting China to grow its wheat and coarse grain imports by 1 090 over the same period according to the United States Department of Agriculture USDA
The United States is the world s largest exporter of coarse grains accounting for 30 of world exports and 26 of world production for the fiscal year ended December 31 2024 according to the USDA A substantial amount of nitrogen is consumed in production of these crops to increase yield Based on Fertecon Limited s Fertecon 2024 estimates the United States is the world s third largest consumer and importer of nitrogen fertilizer Fertecon is an agency which provides market information and
analysis on fertilizers and fertilizer raw materials for fertilizer and related industries as well as international agencies Fertecon estimates indicate that China India and the United States are the top consumers representing 27 17 and 10 of total global nitrogen fertilizer consumption for 2024 respectively
North American nitrogen fertilizer producers predominantly use natural gas as their primary feedstock Over the last five years U S oil and natural gas reserves have increased significantly due to among other factors advances in extracting shale oil and gas as well as improvements in drilling efficiencies and reduced production costs As a result North America has been a low cost region for nitrogen fertilizer production
A key ingredient used in the manufacturing process of our nitrogen fertilizer products is hydrogen which is sourced from pet coke gasification or natural gas The Partnership benefits from logistical advantages for both feedstocks ensuring a stable and secure supply chain A substantial part of our pet coke requirements are supplied by CVR Energy s adjacent Coffeyville Kansas refinery pursuant to a supply agreement between one of our subsidiaries and a subsidiary of CVR Energy the Coffeyville MSA In 2024 2023 and 2022 our supply of pet coke from the Coffeyville refinery was approximately 46 43 and 47 respectively Historically we have obtained the remainder of our pet coke requirements through third party contracts with delivery provided by truck railcar or barge
We are generally able to purchase natural gas at competitive prices due to the connection of our East Dubuque Facility to the Northern Natural Gas interstate pipeline system which is within one mile of the facility and a third party owned and operated pipeline The pipelines are connected to a third party distribution system at the Chicago Citygate receipt point and at the Hampshire interconnect from which natural gas is transported to our East Dubuque Facility
We primarily market UAN products to agricultural customers and ammonia products to agricultural and industrial customers UAN and ammonia including freight accounted for approximately 66 and 25 respectively of total net sales for the year ended December 31 2024
The Partnership distributes its nitrogen fertilizer products via railcars primarily using the Union Pacific or Burlington Northern Santa Fe railroads trucks for direct shipment to customers and barges as it has direct access to a barge dock on the Mississippi River If delivered by truck our fertilizer products are most commonly sold on a shipping point basis and freight is normally arranged by the customer If delivered by railcar our fertilizer products are most commonly sold on a destination point basis and we typically arrange the freight In addition given the East Dubuque Facility s advantaged location in the heart of the agriculture country the Partnership ships substantially all of its products within 200 miles of the facility
Retailers and distributors are the main customers for UAN and more broadly the industrial and agricultural sectors are the primary recipients of our ammonia products Given the nature of our business and consistent with industry practice we sell our products on a wholesale basis under a contract or by purchase order Contracts with customers generally contain fixed pricing and have terms of less than one year Our top customer represented 14 of net sales for the year ended December 31 2024 and our top two
Nitrogen fertilizer production is a global market with competitors in every region of the world with barge and rail distribution fostering healthy competition throughout the United States The industry is dominated by price considerations which are driven by raw material and transportation costs currency fluctuations trade barriers and regulators Our business has experienced and expects to continue to experience significant levels of competition from domestic and foreign nitrogen fertilizer producers many of whom have significantly greater financial and other resources Farming activities intensify in the United States during the spring and fall fertilizer application periods and geographic proximity to these activities is also a significant competitive advantage for domestic producers We seek to manage our manufacturing and distribution operations to best serve our customers during these critical periods
Subject to location and other considerations our major domestic competitors in the nitrogen fertilizer business generally includes CF Industries Holdings Inc which sells significantly more nitrogen fertilizers in the United States than other industry participants Nutrien Ltd Koch Fertilizer Company LLC and LSB Industries Inc Domestic customers generally demonstrate sophisticated buying tendencies that include a focus on cost and service We also encounter competition from producers of fertilizer products manufactured in foreign countries including the threat of increased production capacity In certain cases foreign producers of fertilizer that export to the United States may be subsidized by their respective governments which could put us at a competitive disadvantage
Our business is subject to extensive and frequently changing federal state and local environmental laws and regulations governing the emission and release of regulated substances into the environment the transportation storage and disposal of waste the treatment and discharge of wastewater and stormwater the storage handling use and transportation of our nitrogen fertilizer products and the characteristics and composition of UAN and ammonia These laws and regulations and the enforcement thereof impact us by imposing
Our operations require numerous permits licenses and authorizations Failure to comply with these permits licenses and authorizations or environmental laws rules and regulations could result in fines penalties or other sanctions or liabilities or a revocation of our permits licenses or authorizations In addition the laws and regulations to which we are subject are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal or state agencies These laws and regulations could result in increased capital operating and compliance costs
O abatement systems at the East Dubuque Facility s two nitric acid plants and the Coffeyville Facility s nitric acid plant have abated on average the annual release of approximately 277 000 and 340 000 metric tons of carbon dioxide equivalent CO
O abatement projects are registered with the Climate Action Reserve the Reserve a carbon offset registry for the North American market The Reserve employs standards and an independent third party verification process to issue its carbon credits known as Climate Reserve Tonnes
for sequestration through Enhanced Oil Recovery EOR under an EPA approved monitoring reporting and verification plan Certain carbon oxide capture and sequestration activities conducted at or in connection with the Coffeyville Facility qualify under the Internal Revenue Service IRS safe harbor described in Revenue Procedure 2020 12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986 as amended Section 45Q Credits In January 2023 we entered into a series of agreements with CapturePoint and certain unaffiliated third party investors intended to qualify under the IRS safe harbor described in Revenue Procedure 2020 12 for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6 2023 until March 31 2030
e footprint by over 1 3 million metric tons in 2023 In addition our Coffeyville Facility is uniquely qualified to produce hydrogen and ammonia that could be certified blue to a market that is increasingly demanding reduced carbon footprints These greenhouse gas footprint reduction efforts support our core Values of Environment and Continuous Improvement and our goal of continuing to
The CAA and its implementing regulations as well as state laws and regulations governing air emissions affect us both directly and indirectly Direct impacts may occur through the CAA s permitting requirements and or emission control and monitoring requirements relating to specific air pollutants as well as the requirement to maintain a risk management program to help prevent accidental releases of certain regulated substances The CAA affects the Partnership by extensively regulating the air emissions of sulfur dioxide SO
volatile organic compounds nitrogen oxides and other substances Some or all of the regulations promulgated pursuant to the CAA or any future promulgations of regulations may require the installation of controls at or changes to our Facilities to maintain compliance If new controls or changes to operations are needed the costs could be material
The regulation of air emissions under the CAA requires that we obtain various construction and operating permits and incur capital expenditures for the installation of certain air pollution control devices at our operations Various standards and programs specific to our operations have been implemented such as the National Emission Standard for Hazardous Air Pollutants the New Source Performance Standards and the New Source Review
The U S Environmental Protection Agency EPA regulates greenhouse gas GHG emissions under the CAA In October 2009 the EPA finalized a rule requiring certain large emitters of GHGs to inventory and report their GHG emissions to the EPA In accordance with the rule our Facilities monitor and report our GHG emissions to the EPA In May 2010 the EPA finalized the Greenhouse Gas Tailoring Rule which established GHG emissions thresholds that determine when stationary sources such as the nitrogen fertilizer facilities must obtain permits under the Prevention of Significant Deterioration PSD and Title V programs of the CAA Under the rule facilities already subject to the PSD and Title V programs that increase their emissions of GHGs by a significant amount are required to undergo PSD review and to evaluate and implement air pollution control technology known as best available control technology to reduce GHG emissions
On January 20 2025 under the new Trump Administration the White House issued Executive Order EO 14154 titled Unleashing American Energy that seeks to establish American energy dominance through among other actions purported revocation of certain Presidential and regulatory actions abolishment of certain offices such as the American Climate Corps and the Interagency Working Group on the Social Cost of Greenhouse Gases and other actions including for example directives to revise permitting processes promote domestic mining and energy production and eliminate the electric vehicle mandate by ensuring a level regulatory playing field for gasoline powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles EVs Also on January 20 2025 the White House issued EO 14162 Putting America First in International Environmental Agreements directing the United States withdrawal from the Paris Agreement under the United Nations Framework Convention on Climate Change While we cannot predict exactly how these EOs and their directives will impact our Facilities operations it is possible that they could serve as a catalyst for potential agency action relevant to our business
The CWA and its implementing regulations as well as state laws and regulations that govern the discharge of pollutants into the water affect the Partnership The CWA s permitting requirements establish discharge limitations that may be based on technology standards water quality standards and restrictions on the total maximum daily load of pollutants allowed to enter a particular water body based on its use In addition water resources are becoming more scarce The Coffeyville Facility has contracts in place to receive water during certain water shortage conditions but these conditions and contracts could change over time depending on the scarcity of water
In January 2021 the EPA announced it is undertaking a plan to review and update effluent standards for many industries In that announcement the EPA prioritized those sectors that are ranked high in point source categories for total nitrogen discharges including fertilizer manufacturers The EPA is continuing its review which eventually could result in different regulations governing the Partnership
The release of hazardous substances or extremely hazardous substances into the environment is subject to release reporting requirements under federal and state environmental laws Our Facilities also periodically experience releases of hazardous and extremely hazardous substances from their equipment From time to time the EPA has conducted inspections and issued information requests to us with respect to our compliance with reporting requirements under the CERCLA and the EPCRA If we fail to timely or properly report a release or if a release violates the law or our permits we could become the subject of a governmental enforcement action or third party claims Government enforcement or third party claims relating to releases of hazardous or extremely hazardous substances could result in significant expenditures and liability
Our Facilities are subject to the RCRA requirements for the generation transportation treatment storage and disposal of solid and hazardous wastes When feasible RCRA regulated materials are recycled instead of being disposed of on site or off site RCRA establishes standards for the management of solid and hazardous wastes Besides governing current waste disposal practices RCRA also addresses the environmental effects of certain past waste disposal practices the recycling of wastes and the regulation of underground storage tanks containing regulated substances
As is the case with all companies engaged in similar industries we face potential exposure from claims and lawsuits involving environmental matters including soil and water contamination and personal injury or property damage allegedly caused by hazardous substances that we manufactured handled used stored transported spilled disposed of or released CRNF entered into an agreement with the Kansas Department of Health and Environment KDHE to address certain historical releases of UAN located on our property and comingled with legacy groundwater contamination from the adjacent Coffeyville refinery operated by a subsidiary of CVR Energy the Coffeyville Refinery The cleanup provisions of our agreement with KDHE are held in abeyance so long as the Coffeyville Refinery conducts corrective action for these comingled historical releases in accordance with its Resource Conservation and Recovery Act RCRA permit There is no assurance that the Coffeyville Refinery will comply with its Permit conditions in the future which may trigger enforcement of the cleanup provisions of our agreement with KDHE There is no assurance that we will not become involved in future proceedings related to the release of hazardous or extremely hazardous substances for which we have potential liability or that if we were held responsible for damages in any existing or future proceedings such costs would be covered by insurance or would not be material
We are covered by CVR Energy s site pollution legal liability insurance policies which insure any location owned leased rented or operated by the Partnership including our Facilities The policies insure certain pollution conditions at or migrating from a covered location certain waste transportation and disposal activities and business interruption
In addition to the site pollution legal liability insurance policies CVR Energy maintains and we are covered by certain general liability umbrella and excess casualty insurance policies collectively the Casualty Policies which generally include sudden and accidental pollution coverage The Casualty Policies generally provide coverage due to named perils for claims involving pollutants where the discharge is sudden and accidental and first commences at a specific day and time during the policy period
The site pollution legal liability policy and the Casualty Policies are subject to retentions and deductibles and contain discovery requirements reporting requirements waiting periods exclusions definitions conditions and limitations that could apply to a particular pollution claim and there can be no assurance such claim will be adequately insured for all potential damages
We are subject to a number of federal and state laws and regulations related to safety including the Occupational Safety and Health Act which created the Occupational Safety and Health Administration OSHA and comparable state statutes the
purposes of which are to protect the health and safety of workers We are also subject to OSHA Process Safety Management regulations which are designed to prevent or minimize the consequences of catastrophic releases of toxic reactive flammable or explosive chemicals We are committed to safe reliable operations of our Facilities to protect the health and safety of our employees our contractors and the communities in which we operate Our health and safety management system provides a comprehensive approach to injury illness and incident prevention risk assessment and mitigation and emergency management Despite our efforts to achieve excellence in our health and safety performance there can be no assurances that there will not be accidents resulting in losses injuries or fatalities that could materially adversely impact our business
Our Facilities were subject to the Chemical Facility Anti Terrorism Standards CFATS a regulatory program designed to ensure facilities have security measures in place to reduce the risk that certain hazardous chemicals are weaponized by terrorists Despite the expiration of the CFATS in June 2023 our Facilities continue to adhere to its requirements In addition the East Dubuque Facility is regulated under the Maritime Transportation Security Act We implement and maintain comprehensive security programs designed to comply with regulatory requirements and protect our assets and employees
Our employees are the most important part of our business and help us work to achieve our Mission to be a top tier North American nitrogen based fertilizer company as measured by safe and reliable operations superior financial performance and profitable growth CVR Partners culture is defined by our core Values
The efforts of our employees in support of this Mission are guided each and every day by these core Values as we strive to achieve excellence for all of our key stakeholders employees communities and unitholders See Management s Discussion and Analysis of Financial Condition and Results of Operations in Part II Item 7 of this Report for further discussion on our Mission and core Values
We are committed to providing a safe and healthy workplace and striving to protect our employees contractors and communities We accomplish this through compliance with applicable workplace safety and environmental laws and regulations seeking employee input learning from any events and maintaining comprehensive audit and training programs and emergency response and disaster recovery plans To assess our safety performance we monitor workplace injuries process safety incidents and environmental events and perform compliance audits and risk assessments We believe these efforts reinforce our safety culture promote a safe workplace accountability and stronger community relations help safeguard against complacency and ultimately enhance our safety performance and help us manage risk and reduce impact to personal health and safety and the environment
We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees We are committed to providing wages and benefits that are competitive with a market based pay for performance compensation philosophy Our performance bonus program is an important component of our compensation program rewarding high performing employees for CVR Partners performance against pre defined safety and health operational reliability and financial measures Senior employees may also receive long term incentive awards that currently vest ratably over a three year period subject to the terms and conditions of the applicable award agreement aligning employee compensation with the interests of our unitholders and promoting employee retention We provide paid time off and paid holidays a 401 k Company match program life insurance health savings and dependent care flexible spending accounts and an employee assistance program In furtherance of our core Value of Continuous Improvement we also offer programs for tuition reimbursement and dependent scholarships We offer a remote work policy to provide eligible employees with the flexibility that is key to a work life balance We encourage all employees to live our core Value of corporate citizenship by
making a positive impact in our communities by taking advantage of our volunteerism policy pursuant to which eligible employees are provided paid time off from work to volunteer at 501 c 3 non profit entities
We believe our competitive compensation and benefit plans allow us to attract and retain talented employees Our recruiting strategy focuses on hiring practices that are free from bias for or against any individual or group of candidates We continue to build upon our inclusive culture by expanding our recruitment efforts to include veteran recruitment and apprenticeship programs recruiting interns at diverse colleges and promoting diverse representation within our workforce In support of the personal development of our employees and our goal of employing and retaining effective and dynamic leaders we provide in person supervisor training to managers at all levels led by our executives which focuses on a combination of business and leadership strategies including coaching and performance management goal setting critical thinking effective communication and listening development and succession planning delegation techniques and legal aspects of leadership among other topics We hold supervisor training program refresher sessions at least quarterly to reinforce topics covered in the in person sessions as well as to cover new topics including accountability team building and other leadership skills and topics
We are an equal opportunity employer and strive to maintain a diverse and inclusive work environment free from harassment and discrimination regardless of race religion color age gender disability minority sexual orientation or any other protected class Our recruiting efforts that include focus on veteran and diverse college populations support our diverse and inclusive environment as do the activities of our Diversity Inclusion Committee We provide diversity and inclusion training that covers among other topics unconscious bias and encouraging diversity of experience and opinion Our Code of Ethics and Business Conduct and our anti discrimination and harassment policies also help us maintain a work environment where individuals are treated with respect and dignity and where diversity of thought and perspective is valued
Our website address is www CVRPartners com Our annual reports on Form 10 K quarterly reports on Form 10 Q current reports on Form 8 K and all amendments to those reports filed or furnished pursuant to Section 13 a or 15 d of the Securities Exchange Act of 1934 as amended are available free of charge through our website under Investor Relations as soon as reasonably practicable after the electronic filing or furnishing of these reports is made with the Securities and Exchange Commission the SEC at www sec gov In addition our Corporate Governance Guidelines Codes of Ethics and Business Conduct and the charters of the Audit Committee the Compensation Committee and the Environmental Health and Safety Committee of the Board of Directors of our general partner are available on our website These guidelines policies and charters are also available in print without charge to any unitholder requesting them Information on our website is not a part of and is not incorporated into this Report or any other report we may file with or furnish to the SEC whether before or after the date of this Report and irrespective of any general incorporation language therein
The following risks should be considered together with the other information contained in this Report and all of the information set forth in our filings with the SEC If any of the following risks or uncertainties develops into actual events our business financial condition or results of operations could be materially adversely affected References to CVR Partners the Partnership we us and our may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities as the context may require
Our operations are and nitrogen fertilizer and feedstock prices are cyclical and highly volatile which could have a material adverse effect on our results of operations financial condition and cash flows
Demand for nitrogen fertilizer products is dependent on fluctuating demand for crop nutrients by the global agricultural industry These fluctuations historically have had and could in the future have significant effects on prices across all nitrogen fertilizer products and in turn our results of operations financial condition and cash flows Nitrogen fertilizer products are commodities the price of which can be highly volatile A decrease in nitrogen fertilizer prices could have a material adverse effect on our business cash flow and ability to make distributions The prices of nitrogen fertilizer products depend on a number of factors including general economic conditions cyclical trends in end user markets supply and demand imbalances governmental policies and weather conditions which have a greater relevance because of the seasonal nature of fertilizer application If seasonal demand exceeds the projections on which we base our production levels customers may acquire nitrogen fertilizer products from competitors and our profitability may be negatively impacted If seasonal demand is less than expected we may be left with excess inventory that will have to be stored or liquidated Supply is affected by available capacity and operating rates raw material costs government policies and global trade
In addition the international market for nitrogen fertilizers is influenced by such factors as the relative value of the U S dollar and its impact upon the cost of importing nitrogen fertilizers foreign agricultural policies the existence of or changes in import or foreign currency exchange barriers in certain foreign markets changes in the hard currency demands of certain countries and other regulatory policies of foreign governments as well as the laws and policies of the U S affecting foreign trade and investment We cannot predict future changes in U S policy with respect to foreign trade including the imposition of trade barriers tariffs on Canadian and other goods or economic or trade sanctions from the new administration or otherwise including whether existing trade policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur nor can we predict the effects that any such changes would have on our business Changes in U S trade policy have resulted and could again result in reactions from U S trading partners including adopting responsive trade policies which could make it more difficult or costly to obtain feedstocks or market our products Such changes in U S trade policy or in laws and policies governing foreign trade and any resulting negative sentiments towards the U S as a result of such changes could materially and adversely affect our business financial condition results of operations and liquidity
Our business is subject to intense price competition from both U S and foreign sources With little or no product differentiation customers make their purchasing decisions principally on the basis of delivered price and availability of the product Increased global supply or decreases in transportation costs for foreign sources of fertilizer may put downward pressure on fertilizer prices We compete with a number of U S producers and producers in other countries including state owned and government subsidized entities that may have greater total resources and are less dependent on earnings from fertilizer sales which make them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities In addition imports of fertilizer from other countries may be unfairly subsidized as determined by the U S Department of Commerce on June 24 2022 with respect to UAN imports from Russia and Trinidad and Tobago On July 18 2022 the U S International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia and Trinidad and Tobago and accordingly the U S Department of Commerce did not issue countervailing duty orders and anti dumping duty orders on UAN imports from those countries An inability to compete successfully could result in a loss of customers which could adversely affect our sales profitability and cash flows and therefore have a material adverse effect on our results of operations and financial condition
The dynamic pricing environment for nitrogen fertilizer products as well as any changes to government policy regarding fertilizer pricing in response thereto could negatively affect our results of operations
In a strong pricing environment farmers may shift preference to other types of fertilizer products or shift crop rotation to minimize purchases of nitrogen fertilizer both of which would negatively affect our sales volumes and revenue Calls for governmental action related to fertilizer pricing conditions including related to an investigation of market manipulation and proposals to limit price increases or place a maximum price ceiling or cap on fertilizer product pricing would add complexity to the already dynamic global market for nitrogen fertilizer and if such initiatives were adopted our product sales business and results of operations may be negatively impacted
Our business is geographically concentrated and is therefore subject to regional economic downturns and seasonal variations for us or our customers which may affect our production levels and inventory and working capital levels
Our sales to agricultural customers are concentrated in the Great Plains and Midwest states and nitrogen fertilizer demand is seasonal Our quarterly results may vary significantly from one year to the next due to weather related shifts in planting schedules and purchase patterns or economic downturns in areas where our customers are located Because we build inventory during low demand periods the accumulation of inventory to be available for seasonal sales creates significant seasonal working capital and storage capacity requirements The degree of seasonality can change significantly from year to year due to conditions in the agricultural industry and other factors As a consequence of this seasonality distributions of available cash if any may be volatile and may vary quarterly and annually
We have a significant concentration of customers Our largest customer represented approximately 14 of net sales for the year ended December 31 2024 Given the nature of our business and consistent with industry practice we do not have long term minimum purchase contracts with our customers The loss of several of these significant customers or a significant reduction in purchase volume by several of them could have a material adverse effect on our results of operations financial condition and cash flows
Any decline in U S agricultural production or limitations on the use of nitrogen fertilizer for agricultural purposes could have a material adverse effect on the sales of nitrogen fertilizer and on our results of operations financial condition and cash flows
Conditions in the U S agricultural industry significantly impact our operating results The U S agricultural industry can be affected by a number of factors including weather patterns and field conditions current and projected grain inventories and prices domestic and international population changes demand for U S agricultural products U S state and foreign policies regarding trade in agricultural products and changes in governmental regulations and incentives for corn based ethanol production that could affect future ethanol demand and production
State and federal governmental policies including farm and biofuel subsidies and commodity support programs as well as the prices of fertilizer products may also directly or indirectly influence the number of acres planted the mix of crops planted and the use of fertilizers for particular agricultural applications Repeal of or limitations on such incentive programs could lead to a decrease in acres planted and a corresponding decreased demand for nitrogen fertilizer Developments in crop technology could also reduce the use of chemical fertilizers and adversely affect the demand for nitrogen fertilizer Unfavorable state and federal governmental policies such as policies that restrict application could negatively affect nitrogen fertilizer prices and therefore have a material adverse effect on our results of operations financial condition and cash flows
Compliance with and changes in environmental laws rules and regulations including those related to climate change could result in increased operating costs and capital expenditures and adversely affect our performance
Our operations are subject to extensive federal state and local environmental laws rules and regulations relating to the protection of the environment including those governing the emission or discharge of pollutants into the environment product use and specifications and the generation treatment storage transportation disposal and remediation of solid and hazardous wastes Violations of applicable environmental laws rules and regulations or of the conditions of permits issued thereunder can result in substantial penalties injunctive orders compelling installation of additional controls civil and criminal sanctions
operating restrictions injunctive relief permit revocations and or facility shutdowns which may have a material adverse effect on our ability to operate our Facilities and accordingly our financial performance
In addition new environmental laws rules and regulations new interpretations of existing laws and regulations including as a result of the change in the U S presidential administration or increased governmental enforcement of laws rules and regulations could require us to make additional unforeseen expenditures If we are unable to maintain sales of our products at a price that reflects such increased costs or have to increase the prices of our products because of such increased costs there could be a material adverse effect on our business financial condition results of operations and cash flows
End user demand for our products may also be adversely impacted by changes to or new interpretations of environmental laws rules and regulations including those related to climate change due to increased costs or application restrictions Decreased demand for our products may have a material adverse effect on our results of operations financial condition and cash flows
In 2024 there was an increased agency interest in polyfluoroalkyl substances or PFAS Although not yet finalized in February 2024 the EPA proposed changes to the Resource Conservation and Recovery Act regulations by adding nine PFAS compounds to its list of hazardous constituents In April 2024 EPA finalized a rule to designate two PFAS compounds as hazardous substances under CERCLA Industry and environmental groups have challenged the final CERCLA rule in the United States District Court for the District of Columbia and while that case is still ongoing in February 2025 the EPA requested that the court hold the case in abeyance for sixty days to allow agency leadership review and the court has not yet ruled on that motion In addition in April 2024 the EPA released a memorandum providing direction on the EPA s enforcement discretion under CERCLA in matters involving PFAS The EPA s request to stay the April 2024 PFAS Rule and the withdrawal of a June 2024 draft proposal that would likely not apply to us setting PFAS effluent limits for the chemical manufacturing sector among other indicators suggest that the January 2025 change in the presidential administration could impact the EPA s level of interest in the regulation of PFAS and that PFAS regulation and enforcement will be less of a priority for the EPA in 2025 Nevertheless to the extent these new PFAS compounds remain designated as hazardous substances the EPA and states have the ability to order remediation of those compounds and cost recovery at clean up sites The EPA and states also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds This could lead to increased monitoring obligations costs and potential liability related thereto If we are unable to maintain sales of our products at a price that reflects such increased costs or those costs result in reduced demand for our fertilizer products there could be a material adverse effect on our business financial condition and results of operations
In January 2025 President Trump signed executive orders that among other things direct federal executive departments and agencies to initiate a regulatory freeze for certain rules that have not taken effect pending review by the newly appointed agency head and call upon the EPA to submit a report on the continuing applicability of its endangerment finding for GHG emissions under the CAA and issue guidance on the social cost of carbon to consider whether such metric should be eliminated Moreover in January 2025 President Trump signed an executive order calling to terminate all environmental justice offices and positions in the federal government as well as any environmental justice initiatives programs or other activities It is unclear the impact the Trump administration or these new executive orders will have on the laws rules and regulations applicable to us or on our business financial condition and results of operations and we cannot predict future developments related hereto
The economic effects from public health crises such as a pandemic on our business were and may again be significant The extent to which the effects of an ongoing pandemic or other public health crisis may adversely impact our future business financial and operating results and for what duration and magnitude depends on factors that continuously evolve are difficult to predict and in many instances are beyond our control The ultimate outcome of these and other factors have in the past resulted and may again result in many adverse consequences including but not limited to disruption or delays to supply chains for critical equipment or feedstock inflation increased interest rates and increased administrative compliance and operational costs In addition pandemics or other public health crises have resulted in and could result in significant economic disruption and other effects that adversely impact our business financial condition results of operations and liquidity The adverse impacts of a pandemic had and the adverse impacts of a future pandemic or other public health crisis have the effect of precipitating or heightening many of the other risks described in this section
We depend on internal related party and third party information technology systems to manage and support our operations and we collect process and retain sensitive and confidential customer information in the normal course of business To protect our Facilities and systems against and mitigate cyber risk
we have implemented several programs including externally performed cyber risk monitoring audits and penetration testing and an information security training program and we completed the implementation of applicable Cybersecurity and Infrastructure Security Agency security standard guidelines in 2023 On an as needed basis but no less than quarterly we brief the Audit Committee of the Board on information security matters
Moreover cyberattacks have accelerated on a global basis in both frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools including artificial intelligence AI that circumvent controls evade detection and even remove forensic evidence of the infiltration
and there can be no assurance that the systems of third parties have been designed to prevent or limit the effects of cyber incidents or attacks will be sufficient to prevent or detect material consequences arising from such incidents or attacks or to avoid a material adverse impact
ls The advancement and use of AI also presents both external and internal cybersecurity risks such as more sophisticated phishing and breach attempts and the potential for incorrect information generated by AI models to be used for business decisions We mitigate these risks through comprehensive cybersecurity training the deployment of cybersecurity monitoring tools and regular reviews for external cyber threats as well as by requiring authorization from the IT and Legal Departments for any AI use case Despite our mitigation efforts any disruption of these systems or a security breach or event resulting in the misappropriation loss or other
unauthorized disclosure of confidential information whether by us directly or our third party service providers could damage our reputation expose us to the risks of litigation and liability disrupt our business or otherwise affect our results of operations
Our business is subject to complex and evolving laws regulations and security standards regarding privacy cybersecurity and data protection data protection laws Many of these data protection laws are subject to change and uncertain interpretation and could result in claims increased costs of operations or other harm to our business
The constantly evolving regulatory and legislative environment surrounding data privacy and protection poses increasingly complex compliance challenges and complying with such data protection laws could increase the costs and complexity of compliance While we do not collect significant amounts of personal information from customers we do have personal information from our employees job applicants and some third parties such as contractors and distributors Any failure whether real or perceived by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others subject us to significant fines penalties judgments and negative publicity require us to change our business practices increase the costs and complexity of compliance and adversely affect our business Our compliance with emerging privacy security laws as well as any associated inquiries or investigations or any other government actions related to these laws may increase our operating costs
Inflation in the U S increased beginning in the second half of 2021 and continued into the beginning of 2023 due to a substantial increase in money supply a stimulative fiscal policy a significant rebound in consumer demand as COVID 19 restrictions were relaxed the Russia Ukraine war and worldwide supply chain disruptions resulting from the economic contraction caused by COVID 19 and lockdowns followed by a rapid recovery According to the Consumer Price Index annual inflation was at 2 9 and 3 4 as of December 2024 and 2023 respectively An increase in inflation rates could negatively affect our profitability and cash flows due to higher wages higher operating costs higher financing costs and or higher supplier prices We may be unable to pass along such higher costs to our customers In addition inflation may adversely affect our customers financing costs cash flows and profitability which could adversely impact their operations and our ability to offer credit and collect receivables
From time to time we may consider pursuing acquisitions of businesses or assets and expansion projects Expansion Projects to continue to grow and increase profitability However we may not be able to consummate such Expansion Projects due to intense competition for suitable acquisition targets the potential unavailability of necessary financial resources difficulties in identifying suitable Expansion Projects or in completing them on sufficiently favorable terms and the failure to obtain requisite regulatory approvals In addition any Expansion Projects may entail significant transaction costs and risks associated with entry into new markets and lines of business including but not limited to new regulatory obligations and risks
In the case of an acquisition integration of acquired entities can involve significant difficulties such as disruption of the ongoing operations failure to achieve cost savings or other financial or operating objectives contributing to the accretive nature of an acquisition strain on operational and managerial controls procedures and management difficulties in the integration and retention of customers or personnel assumption of unknown material liabilities or regulatory non compliance issues and amortization of acquired assets which would reduce future reported earnings and possible adverse short term effects on our cash flows or operating results
When considering potential Expansion Projects will also consider impact on our tax treatment as a partnership for U S federal income tax purposes If we are unable to conclude that the activities of the Expansion Project would not affect our treatment as a partnership for U S federal income tax purposes we may elect to seek a ruling from the IRS Seeking such a ruling could be costly or in the case of competitive acquisitions place the business in a competitive disadvantage compared to other potential acquirers who do not seek such a ruling If we are unable to conclude that an activity would not affect our treatment as a partnership for U S federal income tax purposes and are unable or unwilling to obtain an IRS ruling we may choose to acquire such business or develop such expansion project in a corporate subsidiary which would subject the income related to such activity to entity level taxation which would reduce the amount of cash available for distribution to our common unitholders and could cause a substantial reduction in the value of our common units
Our business is capital intensive and working capital needs may vary significantly over relatively short periods of time For instance nitrogen fertilizer demand volatility can significantly impact working capital on a week to week and month to month basis If we cannot generate adequate cash flow or otherwise secure sufficient liquidity to meet our working capital needs or support our short term and long term capital requirements we may be unable to meet our debt obligations pursue our business strategies or comply with certain environmental standards which would have a material adverse effect on our business and results of operations
We rely on a supply of pet coke and natural gas feedstocks to source hydrogen for our production of nitrogen fertilizer We obtain pet coke from both CVR Energy s Coffeyville refinery pursuant to a long term agreement and third parties pursuant to supply agreements that are currently scheduled to end in December 2025 Our Coffeyville Facility has obtained an average of 42 of its pet coke from CVR Energy s Coffeyville refinery over the past five years Should CVR Energy s Coffeyville refinery fail to perform in accordance with the existing agreement or to the extent pet coke from CVR Energy s Coffeyville refinery is insufficient we would need to purchase more pet coke from third parties on the open market which could negatively impact our results of operations to the extent third party pet coke is unavailable or available only at higher prices We typically obtain natural gas from third parties on a spot basis and from time to time may enter into fixed price forward purchase contracts
We have two agreements for pipeline transportation of natural gas with expiration dates in April 2025 Upon expiration of the agreements we may be unable to extend the service under the terms of the existing agreements or renew the agreements on satisfactory terms or at all necessitating construction of a new connection that could be costly and disruptive Any disruption in the supply of natural gas could restrict our ability to continue to make products and have a material adverse effect on our results of operations and financial condition
We have licensed a combination of patent trade secret and other intellectual property rights of third parties for use in our operations If our use of technology on which our operations rely were to be terminated or face infringement claims licenses to alternative technology may not be available or may only be available on terms that are not commercially reasonable or acceptable
In addition we may identify in the future additional third party intellectual property that we believe is necessary to our operations The licensing or acquisition of third party intellectual property rights is a competitive area and several companies may pursue strategies to license or acquire third party intellectual property rights that we may consider attractive or necessary with the result that such intellectual property may not be available on economic terms or at all In addition companies that perceive us to be a competitor may be unwilling to assign or license rights to us Even if such licenses are available we may be required to pay the licensor substantial royalties based on sales of our products and such licenses may be non exclusive which could give our competitors access to the same intellectual property licensed to us Any of the foregoing could have a material adverse effect on our competitive position results of operations financial condition and cash flows
Operations depend in large part on the performance of third party suppliers such as the adjacent third party air separation plant under a contract through 2039 and a third party electric service provider under a contract through June 2029 at our Coffeyville Facility and purchase of electricity at our East Dubuque Facility which we purchase under a utility service agreement that terminates in June 2025 and will continue thereafter unless either party provides 30 days advance written notice of termination Should these or any of our other third party suppliers fail to perform in accordance with existing contractual arrangements or should we otherwise lose the service of any third party suppliers our operations or a portion thereof could be forced to shutdown or suspend operations Alternative sources of supply could be difficult to obtain Any shutdown of our operations or a portion thereof even for a limited period could have a material adverse effect on our results of operations financial condition and ability to make cash distributions
We rely on third party providers of transportation services which subjects us to risks and uncertainties beyond our control and that may have a material adverse effect on our results of operations financial condition and ability to make distributions
Our business also relies on third party railroad trucking and barge companies to ship finished products to customers These transportation services are subject to various hazards including extreme weather conditions work stoppages delays spills derailments and other accidents and other operating hazards Further the limited number of towing companies and barges available for ammonia transport may also impact the availability of transportation for our products These transportation operations equipment and services are also subject to environmental safety and other regulatory oversight Due to concerns related to terrorism or accidents local state and federal governments could implement new regulations affecting the transportation of our finished products In addition new regulations could be implemented affecting the equipment used to ship our finished products Any delay in our ability to ship our finished products as a result of these transportation companies failure to operate properly the implementation of new and more stringent regulatory requirements affecting transportation operations or equipment or significant increases in the cost of these services or equipment could have a material adverse effect on our results of operations financial condition and ability to make cash distributions
Any liability for accidents involving ammonia or other products we produce or transport that cause severe damage to property or injury to the environment and human health could have a material adverse effect on our results of operations financial condition and ability to make cash distributions
Our business manufactures processes stores handles distributes and transports ammonia which can be very volatile and extremely hazardous Major accidents or releases involving ammonia could cause severe damage or injury to property the environment and human health as well as a possible disruption of supplies and markets Such an event could result in civil lawsuits fines penalties and regulatory enforcement proceedings all of which could lead to significant liabilities Any damage or injury to persons equipment or property or other disruption of our ability to produce or distribute products could result in a
significant decrease in operating revenues and significant additional costs to replace or repair and insure our assets which could have a material adverse effect on our results of operations financial condition and ability to make cash distributions Our Facilities periodically experience minor releases of ammonia related to leaks from our Facilities equipment Similar events may occur in the future
In addition we may incur significant losses or increased costs relating to the operation of railcars used for the purpose of carrying various products including ammonia Due to the dangerous and potentially hazardous nature of the cargo we carry in particular ammonia a railcar accident may result in fires explosions and releases of material which could lead to sudden severe damage or injury to property the environment and human health In the event of contamination under environmental law we may be held responsible even if we are not at fault and were in compliance with the laws and regulations in effect at the time of the accident Litigation arising from accidents involving ammonia and other products we produce or transport may result in us being named as a defendant in lawsuits asserting claims for substantial damages which could have a material adverse effect on our results of operations financial condition and ability to make cash distributions
We handle hazardous substances which may result in spills discharges or other releases of hazardous substances into the environment Past or future spills related to or migrating from any of our current or former operations and solid or hazardous waste disposal may give rise to liability including for personal injury property damage penalties strict liability and potential cleanup responsibility to governmental entities or private parties under federal state or local environmental laws as well as under common law For example we could be held strictly liable under CERCLA and similar state statutes for past or future spills without regard to fault or whether our actions were in compliance with the law at the time of the spills including in connection with contamination associated with our current and former facilities and facilities to which we transported or arranged for the transportation of wastes or byproducts containing hazardous substances for treatment storage or disposal Such liability could have a material adverse effect on our results of operations financial condition and cash flows and may not be covered by insurance
The Coffeyville Facility has entered into an agreement with the Kansas Department of Health and Environment KDHE to address certain historical releases of UAN located on our property and comingled with legacy groundwater contamination from CVR Energy s adjacent Coffeyville refinery The cleanup provisions of our agreement with KDHE are held in abeyance so long as the Coffeyville refinery conducts corrective action for these comingled historical releases in accordance with its RCRA Permit There is no assurance that the Coffeyville refinery will comply with its RCRA Permit conditions in the future which may trigger enforcement of the cleanup provisions of our agreement with KDHE
Our business holds numerous environmental and other governmental permits and approvals authorizing operations at our Facilities and future expansion of our operations is predicated upon the ability to secure necessary approvals therefore A decision by a government agency to deny or delay issuing a new or renewed material permit or approval or to revoke or substantially modify an existing permit or approval could have a material adverse effect on our ability to continue operations and on our financial condition results of operations and cash flows
Acts of sabotage or terrorist attacks including cyberattacks threats of war armed conflict or war or trade wars as well as events occurring in response to or in connection with such events may harm our business or have an adverse impact on our future results of operations and financial condition For example the ongoing Russia Ukraine war poses significant geopolitical risks to global fertilizer and agriculture markets Similarly despite recent de escalation and the ongoing ceasefire the conflict between Israel and Hamas which began in October 2023 continues to pose similar risks to the global fertilizer and agriculture markets The threat or imposition of trade restrictions or economic sanctions could lead to further volatility in the price and disruptions in the production and trade of fertilizer grains and feedstock The ultimate outcome of these conflicts or further escalation or expansion thereof and any associated market disruptions are difficult to predict and may affect our business operations and cash flows in unforeseen ways
Critical infrastructure such as chemical manufacturing facilities may be at greater risk of terrorist attacks than other businesses in the U S As a result and despite its expiration we adhere to the CFATS program standards relating to physical and cyber security The costs of compliance therewith may have a material adverse effect on our financial condition Further uncertainty surrounding new or continued global hostilities or other sustained military campaigns sanctions brought by the U S and other countries and the possibility that infrastructure facilities could be direct targets of or indirect casualties of an act of terror armed conflict or war may affect our operations in unpredictable ways including disruptions of chemical supplies and markets for fertilizer products The long term impacts of terrorist attacks and the threat of future terrorist attacks on the chemical industry in general and on us in particular are unknown Increased security measures taken by us as a precaution against possible terrorist attacks or vandalism could result in increased costs to our business In addition disruption or significant increases in chemical prices could result in government imposed price controls
Further changes in the insurance markets attributable to terrorist attacks acts of sabotage or cyberattacks could make certain types of insurance more difficult for us to obtain Moreover the insurance that may be available to us may be significantly more expensive than our existing insurance coverage Instability in the financial markets as a result of war terrorism sabotage or cyberattack could also affect our ability to raise capital including our ability to repay or refinance debt
The regions in which our Facilities are located and in which our customers operate are susceptible to severe storms including hurricanes thunderstorms tornadoes floods extended periods of rain ice storms snow and wildfires some of which we or our customers have experienced in recent years Such inclement weather conditions or other unforeseen developments could damage our Facilities or logistics assets If such weather conditions or unforeseen conditions prevail near our Facilities or logistics assets they could interrupt or undermine our ability to produce and transport products or to manage our business
If events such as severe storms hurricanes thunderstorms tornadoes floods extended periods of rain ice storms snow and wildfires become more frequent they could have an adverse effect on our operations as well as the operations of our suppliers and customers Regional occurrences such as energy shortages or increases in commodity prices geological hazards and natural disasters could also have a material adverse effect on our business financial condition and results of operations The physical effects of adverse weather conditions have the potential to directly affect our operations and result in increased costs related to our operations Since climate change may change weather patterns and the severity of weather events any such changes could consequently materially adversely affect our revenues and cash flows and the demand for our products by our customers However because the nature and timing of changes in extreme weather events such as increased frequency duration and severity are uncertain it is not possible for us to estimate reliably the future financial risk to our operations caused by these potential physical risks
Our Facilities face significant risks due to physical damage hazards environmental liability risk exposure and unplanned or emergency partial or total facility shutdowns which could cause property damage or injuries and a material decline in production which are not fully insured
If any of our facilities logistics assets or key suppliers sustain a catastrophic loss and operations are shutdown or significantly impaired it would have a material adverse impact on our operations financial condition and cash flows Operations at our facility could be curtailed limited or completely shut down for an extended period of time as the result of one or more unforeseen events and circumstances which may not be within our control including major unplanned maintenance requirements catastrophic events caused by mechanical breakdown electrical injury pressure vessel rupture explosion contamination fire or natural disasters including floods windstorms and other similar events labor supply shortages or labor difficulties that result in a work stoppage or slowdown cessation or suspension of a facility or specific operations dictated by environmental authorities acts of terrorism cyberattacks or other deliberate malicious acts and an event or incident involving a large clean up decontamination or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction which can cause significant delays in restoring property to its pre event condition
We are insured under casualty environmental property and business interruption insurance policies The property and business interruption policies insure our real and personal property These policies are subject to limits sub limits retention financial and time based and deductibles The application of these and other policy conditions could materially impact insurance recoveries and potentially cause us to assume losses which could impair earnings There is potential for a common
There is finite capacity in the commercial insurance industry engaged in underwriting chemical industry risk and factors impacting cost and availability include i losses in our industries ii natural disasters iii specific losses incurred by us and iv inadequate investment returns earned by the insurance industry In the future certain insurance could become unavailable or available only for reduced amounts of coverage or at exorbitant costs If the supply of commercial insurance is curtailed we may not be able to continue our present limits of insurance coverage or obtain sufficient insurance capacity to adequately insure our risks or we may determine that premium costs in our judgement do not justify such expenditures and instead increase our self insurance
We are subject to strict laws and regulations regarding employee and process safety and failure to comply with these laws and regulations could have a material adverse effect on our results of operations financial condition and profitability
We are subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers the proper design operation and maintenance of our equipment and require us to provide information about hazardous materials used in our operations Failure to comply with these requirements may result in significant fines or compliance costs which could have a material adverse effect on our results of operations financial condition and cash flows
Our future performance depends to a significant degree upon our management team and key technical personnel The loss or unavailability to us of any member of our management team or a key technical employee could significantly harm us We face competition for these professionals from our competitors our customers and other companies operating in our industry To the extent that the services of members of our management team and key technical personnel would be unavailable to us for any reason we may be required to hire other personnel to manage and operate our business We may not be able to locate or employ such qualified personnel on acceptable terms or at all
Furthermore our operations require skilled and experienced laborers with proficiency in multiple tasks A shortage of trained workers due to retirements or otherwise could have an adverse impact on productivity and costs and our ability to expand production in the event there is an increase in the demand for our products and services which could adversely affect our operations
As of December 31 2024 approximately 27 of our employees were represented by labor unions under collective bargaining agreements We may not be able to renegotiate our collective bargaining agreements when they expire on satisfactory terms or at all A failure to do so may increase our costs For example a labor union representing approximately 90 employees at our East Dubuque Facility went on strike in October 2023 after its collective bargaining agreement expired However the East Dubuque Facility continued to operate during the strike which ended in February 2024 and employees began returning to work in March 2024 In addition our existing labor agreements may not prevent a strike or work stoppage at any of our Facilities in the future and any work stoppage could negatively affect our results of operations financial condition and cash flows
In addition there continues to be a tight labor market An inability to recruit train and retain adequate personnel or the loss or departure of personnel with key skills or deep institutional knowledge for whom we are unable to find adequate replacements may negatively impact our business Inflation has also caused and may in the future cause increases in employee related costs both due to higher wages and other compensation which could also negatively affect our business
Our business financial condition and results of operations could be negatively impacted by difficult conditions and volatility in the capital credit and commodities markets and in the global economy For example there can be no assurance that funds under our credit facilities will be available or sufficient and in such a case we may not be able to successfully obtain additional financing on favorable terms or at all market volatility could exert downward pressure on our common units which may make it more difficult for us to raise additional capital and thereby limit our ability to grow which could in turn cause our unit price to drop or customers experiencing financial difficulties may fail to meet their financial obligations when due because of bankruptcy lack of liquidity operational failure or other reasons could result in decreased sales and earnings for us
We have incurred significant indebtedness and we may be able to incur significant additional indebtedness in the future If new indebtedness is added to our current indebtedness the risks described below could increase Our level of indebtedness could have important consequences such as i limiting our ability to obtain additional financing to fund our working capital needs capital expenditures debt service requirements acquisitions or other purposes ii requiring us to utilize a significant portion of our cash flows to service our indebtedness thereby reducing available cash and our ability to make distributions on our common units iii limiting our ability to use operating cash flow in other areas of the business because we must dedicate a substantial portion of additional funds to service debt iv limiting our ability to compete with other companies who are not as highly leveraged as we may be less capable of responding to adverse economic and industry conditions v limiting our ability to make certain payments on debt that is subordinated or secured on a junior basis vi restricting the way in which we conduct business because of financial and operating covenants including regarding borrowing additional funds disposing of assets and the ability of subsidiaries to pay distributions vii limiting our ability to enter into certain transactions with our affiliates viii limiting our ability to designate our subsidiaries as unrestricted subsidiaries ix exposing us to potential events of default if not cured or waived under financial and operating covenants contained in our or our respective subsidiaries debt instruments and x limiting our ability to react to changing market conditions
Covenants in our debt agreements could limit our ability to incur additional indebtedness and engage in certain transactions as well as limit operational flexibility which could adversely affect our liquidity and ability to pursue our business strategies
Our debt facilities and instruments contain and any instruments governing future indebtedness would likely contain a number of covenants that impose significant operating and financial restrictions on us and our subsidiaries and may limit our ability to engage in acts that may be in our long term best interest including restrictions on the ability among other things to incur assume or guarantee additional indebtedness or issue redeemable or preferred stock pay distributions in respect of equity securities or make other restricted payments prepay redeem or repurchase certain debt enter into agreements that restrict distributions from restricted subsidiaries make certain payments on debt that is subordinated or secured on a junior basis make certain investments sell or otherwise dispose of assets including capital stock of subsidiaries create liens on certain assets consolidate merge sell or otherwise dispose of all or substantially all assets enter into certain transactions with affiliates and designate subsidiaries as unrestricted subsidiaries
Any of these restrictions could limit our ability to plan for or react to market conditions and could otherwise restrict operating activities Any failure to comply with these covenants could result in a default under existing debt facilities and instruments Upon a default unless waived the lenders under such debt facilities and instruments would have all remedies available to a secured lender and could elect to terminate their commitments cease making further loans institute foreclosure proceedings against assets and force bankruptcy or liquidation subject to any applicable intercreditor agreements In addition a default under existing debt facilities and instruments could trigger a cross default under other agreements and could trigger a cross default under the agreements governing future indebtedness Our operating results may not be sufficient to service existing indebtedness or to fund other expenditures and we may not be able to obtain financing to meet these requirements
Our ability to satisfy debt obligations will depend upon among other things our future financial and operating performance which will be affected by prevailing economic conditions and financial business regulatory and other factors many of which are beyond our control future ability to borrow under our ABL Credit Facility the availability of which depends on among other things complying with the covenants in the facility and our future ability to obtain other financing We cannot offer any assurance that our business will generate sufficient cash flow from operations or that we will be able to draw funds under our ABL Credit Facility or from other sources of financing in an amount sufficient to fund our liquidity needs If cash flows and capital resources are insufficient to service our indebtedness we could face substantial liquidity problems and may be forced to reduce or delay capital expenditures sell assets seek additional capital restructure or refinance indebtedness or seek bankruptcy protection These alternative measures may not be successful and may not permit us to meet scheduled debt service and other obligations Our ability to restructure or refinance debt will depend on the condition of the capital markets and our financial condition at such time Any refinancing of debt could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict business operations and the terms of existing or future debt agreements may restrict us from adopting some of these alternatives
Further our ABL Credit Facility bears interest at variable rates and other debt we incur could likewise be variable rate debt If market interest rates increase variable rate debt will create higher debt service requirements which could adversely affect our ability to fund our liquidity needs capital investments and distributions to our unitholders We may enter into agreements limiting our exposure to higher interest rates but any such agreements may not offer complete protection from this risk
Mr Carl C Icahn exerts significant influence over the Partnership through his controlling ownership of CVR Energy and IEP and his interests or those of CVR Energy or IEP or their affiliates may conflict with the interests of the Partnership and our unitholders
As of December 31 2024 Mr Carl C Icahn indirectly controlled approximately 66 of the voting power of CVR Energy s common stock and by virtue of such ownership is able to control the Partnership through CVR Energy s ownership of our general partner and its sole member including the election and appointment of directors business strategy and policies mergers or other business combinations acquisition or disposition of assets future issuances of common units or other securities incurrence of debt or obtaining other sources of financing and the payment of distributions on our common units The existence of a controlling stockholder may have the effect of making it difficult for or may discourage or delay a third party from seeking to acquire a majority of our common units which may adversely affect the market price of such common units As of December 31 2024 Icahn Enterprises L P and its affiliates including Mr Icahn IEP also held approximately 2 of the Partnership s outstanding limited partner interests On January 8 2025 IEP acquired via cash tender offer a total of 878 212 additional shares at a price of 18 25 per share increasing its ownership percentage of CVR Energy s outstanding common stock to approximately 67
Further Mr Icahn s interests may not always be consistent with the Partnership s interests or with the interests of our common unitholders Mr Icahn and entities controlled by him may also pursue acquisitions or business opportunities in industries in which we compete and there is no requirement that any additional business opportunities be presented to us We also have and may in the future enter into transactions to purchase goods or services with affiliates of Mr Icahn To the extent that conflicts of interest may arise between us and Mr Icahn and his affiliates those conflicts may be resolved in a manner adverse to us and our common unitholders
In addition in the event of a sale or transfer of some or all of Mr Icahn s interests in CVR Energy to an unrelated party or group a change of control could be deemed to have occurred under the terms of the indenture governing our 6 125 Senior Secured Notes due 2028 which could require us to offer to repurchase all outstanding notes at 101 of their principal amount plus accrued interest to the date of repurchase and an event of default could be deemed to have occurred under our ABL Credit Facility which could allow lenders to accelerate indebtedness owed to them If such an event were to occur it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or repay amounts outstanding under our ABL Credit Facility if any
While the Federal Reserve lowered its target range for the federal funds rate 100 basis points in the later half of 2024 it previously raised the rate by 525 basis points from March 2022 through July 2023 Any subsequent increase in the interest rates
associated with our floating rate debt would increase our debt service costs and affect our results of operations and cash flow available for payments of our debt obligations In addition an increase in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of any additional financing We cannot predict future U S fiscal policy including with respect to interest rates and adverse changes with respect thereto have resulted and could again result in a material adverse effect to our results of operations financial condition and cash flows
The current policy of the Board is to distribute an amount equal to the available cash generated by our business each quarter to our common unitholders As a result of its cash distribution policy we will likely need to rely primarily upon external financing sources including commercial bank borrowings and the issuance of debt and equity securities to fund acquisitions and expansion capital expenditures and our growth if any may not be as robust as that of businesses that reinvest available cash to expand ongoing operations We may not have sufficient available cash each quarter to enable the payment of distributions to common unitholders Furthermore the partnership agreement does not require us to pay distributions on a quarterly basis or otherwise As such the Board may modify or revoke its cash distribution policy at any time at its discretion including in such a manner that would result in an elimination of cash distributions regardless of the amount of available cash our business generates
To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures or as in kind distributions current unitholders would experience dilution and the payment of distributions on those additional units may decrease the amount we distribute in respect of its outstanding units Under our partnership agreement we are authorized to issue an unlimited number of additional interests without a vote of the common unitholders The issuance by us of additional common units or other equity interests of equal or senior rank would reduce the proportionate ownership interest of common unitholders immediately prior to the issuance As a result of the issuance of common units the following may occur the amount of cash distributions on each common unit may decrease the ratio of our taxable income to distributions may increase the relative voting strength of each previously outstanding common unit will be diminished and the market price of the common units may decline In addition our partnership agreement does not prohibit the issuance by our subsidiaries of equity interests which may effectively rank senior to the common units The incurrence of additional commercial borrowings or other debt to finance its growth strategy would result in increased interest expense which in turn would reduce the available cash we have to distribute to unitholders
Our partnership agreement has limited our general partner s liability replaces default fiduciary duties and restricts the remedies available to common unitholders for actions that without these limitations and reductions might otherwise constitute breaches of fiduciary duty
As permitted under Delaware law our partnership agreement which applies to and binds common unitholders limits the liability and replaces the fiduciary duties of our general partner while also restricting the remedies available to our common unitholders for actions that without these limitations and reductions might constitute breaches of fiduciary duty Our partnership agreement contains provisions that replace the standards to which our general partner would otherwise be held by state fiduciary duty law For example our partnership agreement i permits our general partner to make a number of decisions in its individual capacity as opposed to its capacity as general partner which entitles our general partner to consider only the interests and factors that it desires and means that it has no duty or obligation to give any consideration to any interest of or factors affecting any limited partner ii provides that our general partner will not have any liability to unitholders for decisions made in its capacity as general partner so long as it acted in good faith meaning it believed the decision was in our best interest iii provides that our general partner and the officers and directors of its general partner will not be liable for monetary damages to common unitholders including us for any acts or omissions unless there has been a final and non appealable judgment entered by a court of competent jurisdiction determining that the general partner or its officers or directors acted in bad faith or engaged in fraud or willful misconduct or in the case of a criminal matter acted with knowledge that the conduct was criminal iv generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of its general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be fair and reasonable to us as determined by its general partner in good faith and that in determining whether a transaction or resolution is fair and reasonable the general partner may consider the totality of the relationships between the parties involved
including other transactions that may be particularly advantageous or beneficial to affiliated parties including us and v provides that in resolving conflicts of interest it will be presumed that in making its decision the general partner or its conflicts committee acted in good faith and in any proceeding brought by or on behalf of any holder of common units the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption
Our general partner an indirect wholly owned subsidiary of CVR Energy has fiduciary duties to CVR Energy and its stockholders and the interests of CVR Energy and its stockholders may differ significantly from or conflict with the interests of our public common unitholders
Our general partner is responsible for managing us Although our general partner has fiduciary duties to manage us in a manner that is in our best interests the fiduciary duties are specifically limited by the express terms of our partnership agreement and the directors and officers of our general partner also have fiduciary duties to manage our general partner in a manner beneficial to CVR Energy and its stockholders The interests of CVR Energy and its stockholders may conflict with the interests of our public common unitholders In resolving these conflicts our general partner may favor its own interests the interests of its sole member UAN Services LLC UAN Services or the interests of CVR Energy and holders of CVR Energy s common stock including its majority stockholder an affiliate of Icahn Enterprises L P over our interests and those of our common unitholders
The potential conflicts of interest include among others the following i neither our partnership agreement nor any other agreement requires the owners of our general partner including CVR Energy to pursue a business strategy that favors us and the affiliates of our general partner including CVR Energy have fiduciary duties to make decisions in their own best interests and in the best interest of holders of CVR Energy s common stock which may be contrary to our interests ii our general partner is allowed to take into account the interests of parties other than us or our common unitholders such as its owners or CVR Energy in resolving conflicts of interest which has the effect of limiting its fiduciary duty to our common unitholders iii our general partner has limited its liability and reduced its fiduciary duties under our partnership agreement and has also restricted the remedies available to our common unitholders for actions that without the limitations might constitute breaches of fiduciary duty iv the Board determines the amount and timing of asset purchases and sales capital expenditures borrowings repayment of indebtedness and issuances of additional partnership interests each of which can affect the amount of cash that is available for distribution to our common unitholders v our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf and there is no limitation on the amounts that can be paid vi our general partner controls the enforcement of obligations owed to us by it and its affiliates and decides whether to retain separate counsel or others to perform services for us vii our general partner determines which costs incurred by it and its affiliates are reimbursable by us and viii certain of the executive officers of our general partner also serve as executive officers of CVR Energy including our executive chairman who will face conflicts of interest when making decisions which may benefit either us or CVR Energy Additionally the compensation of our executive officers other than for our Chief Executive Officer Mr Pytosh is set by CVR Energy and we have no control over the amount paid to such officers
CVR Energy has the power to elect all of the members of the Board Our general partner has control over all decisions related to our operations Our public common unitholders do not have an ability to influence any operating decisions and will not be able to prevent us from entering into any transactions Certain subsidiaries of CVR Energy perform certain corporate services for us including finance accounting legal information technology auditing and cash management activities and we could be impacted by any failure of those entities to adequately perform these services
If at any time our general partner and its affiliates own more than 80 of the common units our general partner will have the right which it may assign to any of its affiliates or to us but not the obligation to acquire all but not less than all of the common units held by public common unitholders at a price not less than their then current market price as calculated pursuant to the terms of our partnership agreement As a result each holder of our common units may be required to sell such holder s common units at an undesirable time or price and may not receive any return on investment and may also incur a tax liability upon a sale of its common units Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon exercise of the call right There is no restriction in our partnership agreement that prevents our general partner from issuing additional common units and then exercising its call right Our general partner may use its own discretion free of fiduciary duty restrictions in determining whether to exercise this right
Our general partner may transfer its general partner interest in us to a third party including in a merger or in a sale of all or substantially all of its assets without the consent of our common unitholders The new equity owner of our general partner
would then be in a position to replace the board of directors and the officers of our general partner with its own choices and to influence their decisions If control of our general partner were transferred to an unrelated third party the new owner would have no interest in CVR Energy and CVR Energy could upon 90 days notice terminate the services agreement pursuant to which it provides us with the services of its senior management team
As a publicly traded partnership we qualify for certain exemptions from the NYSE s corporate governance requirements which include the requirements that i a majority of the Board consist of independent directors and ii the Board have a nominating corporate governance committee and compensation committee that are composed entirely of independent directors Our general partner s board of directors has not and does not currently intend to establish a nominating corporate governance committee and we could avail ourselves of the additional exemptions available to publicly traded partnerships at any time in the future Accordingly common unitholders do not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE
Our public common unitholders have limited voting rights and are not entitled to elect our general partner or our general partner s directors and do not have sufficient voting power to remove our general partner without CVR Energy s consent
Unlike the holders of common stock in a corporation our common unitholders have only limited voting rights on matters affecting our business and therefore limited ability to influence management s decisions Our common unit holders do not choose the Member s of the general partner nor do they elect directors of the Board or participate in other matters routinely conducted at annual meetings of stockholders and have no practical ability to remove our general partner without the consent of CVR Energy As a result of these limitations the price at which the common units will trade could be diminished Our partnership agreement restricts common unitholders voting rights by providing that any units held by a person that owns 20 or more of any class of units then outstanding other than our general partner its affiliates their transferees and persons who acquired such units with the prior approval of the Board may not vote on any matter Our partnership agreement also contains provisions limiting the ability of common unitholders to call meetings or to acquire information about our operations and to influence the manner or direction of management
In the event that i we make distributions to our common unitholders when our nonrecourse liabilities exceed the sum of a the fair market value of our assets not subject to recourse liability and b the excess of the fair market value of our assets subject to recourse liability over such liability or a distribution causes such a result and ii a common unitholder knows at the time of the distribution of such circumstances such common unitholder will be liable for a period of three years from the time of the impermissible distribution to repay the distribution under Section 17 607 of the Delaware Act Likewise upon the winding up of the partnership in the event that i we do not distribute assets in the following order a to creditors in satisfaction of their liabilities b to partners and former partners in satisfaction of liabilities for distributions owed under our partnership agreement c to partners for the return of their contribution and finally d to the partners in the proportions in which the partners share in distributions and ii a common unitholder knows at the time of such circumstances then such common unitholder will be liable for a period of three years from the impermissible distribution to repay the distribution under Section 17 807 of the Delaware Act
If the IRS were to treat us as a corporation for U S federal income tax purposes or we become subject to entity level taxation for state tax purposes our cash available for distribution to our common unitholders would be substantially reduced likely causing a substantial reduction in the value of our common units
The anticipated after tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for U S federal income tax purposes Despite the fact that we are organized as a limited partnership under Delaware law we would be treated as a corporation for U S federal income tax purposes unless we satisfy a qualifying income requirement Based upon our current operations we believe we satisfy the qualifying income requirement Although we have received favorable private letter rulings from the IRS with respect to certain of our operations no ruling has been or will be requested regarding our treatment as a partnership for U S federal income tax purposes Failing to meet the qualifying income
requirement or a change in current law which could be retroactive could cause us to be treated as a corporation for U S federal income tax purposes or otherwise subject us to taxation at the corporate tax rate and distributions to our common unitholders would generally be taxed again as corporate distributions and no income gains losses or deductions would flow through to our common unitholders Because a tax would be imposed upon us as a corporation our cash available for distribution to our common unitholders would be substantially reduced and result in a material reduction in the anticipated cash flow and after tax return to our common unitholders likely causing a substantial reduction in the value of our common units At the state level several states have been evaluating ways to subject partnerships to entity level taxation through the imposition of state income franchise or other forms of taxation We currently own assets and conduct business in several states many of which impose a margin or franchise tax In the future we may expand our operations Imposition of a similar tax on us in other jurisdictions that we may expand could substantially reduce our cash available for distribution to our common unitholders
If the IRS makes audit adjustments to our income tax returns it may assess and collect any taxes including any applicable penalties and interest resulting from such audit adjustments directly from us in which case our cash available for distribution to our common unitholders might be substantially reduced and our current and former common unitholders may be required to indemnify us for any taxes including any applicable penalties and interest resulting from such audit adjustments that were paid on such common unitholders behalf
The IRS and some states may assess and collect from us taxes including any applicable penalties and interest resulting from audit adjustments to our income tax returns Our general partner may elect to either pay the taxes including any applicable penalties and interest directly to the IRS or if we are eligible issue a revised information statement to each common unitholder and former common unitholder with respect to an audited and adjusted return There can be no assurance that such an election to allocate the audit adjustment and tax payment obligation to our current and former common unitholders will be practical permissible or effective in all circumstances As a result our current common unitholders may bear some or all of the tax liability resulting from such audit adjustment even if they did not own common units in us during the tax year under audit If as a result of any such audit adjustment we are required to make payments of taxes penalties and interest our cash available for distribution to our common unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes including any applicable penalties and interest resulting from such audit adjustments that were paid on such unitholders behalf
A unitholder s allocable share of our taxable income will be taxable to it which may require the unitholder to pay U S federal income taxes and in some cases state and local income taxes even if the unitholder receives no cash distributions or cash distributions from us that are less than the actual tax liability that results from that income For example if we sell assets and use the proceeds to repay existing debt or fund capital expenditures you may be allocated taxable income and gain resulting from the sale and our cash available for distribution would not increase Similarly taking advantage of opportunities to reduce our existing debt such as debt exchanges debt repurchases or modifications of our existing debt could result in cancellation of indebtedness income being allocated to our common unitholders as taxable income without any increase in our cash available for distribution
Further while unitholders of publicly traded partnerships are subject to certain limitations entitled to a deduction equal to 20 of their allocable share of a publicly traded partnership s qualified business income this deduction is scheduled to expire with respect to taxable years beginning after December 31 2025 If the deduction is not extended by legislation then the expiration of the deduction may negatively impact the value of an investment in our units
In general we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year However our deduction for business interest is limited to the sum of our business interest income and 30 of our adjusted taxable income For the purposes of this limitation our adjusted taxable income is computed without regard to any business interest expense or business interest income In the case of taxable years beginning on or after January 1 2022 our adjusted taxable income is computed by taking into account any deduction allowable for depreciation amortization or depletion
Non U S common unitholders are generally taxed and subject to income tax filing requirements by the U S on income effectively connected with a U S trade or business effectively connected income Income allocated to our common unitholders and any gain from the sale of our common units will generally be considered to be effectively connected with a U S trade or business As a result distributions to a Non U S common unitholder will be subject to withholding at the highest applicable effective tax rate and a Non U S common unitholder who sells or otherwise disposes of a common unit will also be subject to U S federal income tax on the gain realized from the sale or disposition of that common unit
In addition to the withholding tax imposed on distributions of effectively connected income distributions to a Non U S common unitholder will also be subject to a 10 withholding tax on the amount realized with respect to any distribution In the case of a distribution made through a broker the amount realized is the amount of any distribution in excess of our cumulative net income As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10 withholding tax Accordingly distributions to a Non U S common unitholder that are made through a broker will be subject to a combined withholding tax rate equal to the sum of the highest applicable effective tax rate and 10
Additionally if a common unitholder sells or otherwise disposes of a unit the transferee is required to withhold 10 of the amount realized by the transferor unless the transferor certifies that it is not a foreign person and we are required to deduct and withhold from the transferee amounts that should have been withheld by the transferee but were not withheld Under the Treasury Regulations such withholding will be required on open market transactions but in the case of a transfer made through a broker a partner s share of liabilities will be excluded from the amount realized In addition the obligation to withhold will be imposed on the broker instead of the transferee and we will generally not be required to withhold from the transferee amounts that should have been withheld by the transferee but were not withheld These withholding obligations will apply to transfers of our common units occurring on or after January 1 2023 Current and prospective Non U S common unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units
Investment in our common units by tax exempt entities such as employee benefit plans and individual retirement accounts raises unique issues For example virtually all of our income allocated to organizations that are exempt from U S federal income tax will be unrelated business taxable income and will be taxable Further a tax exempt entity with more than one unrelated trade or business including by attribution from investment in a partnership such as ours that is engaged in one or more unrelated trade or business is required to compute the unrelated business taxable income of such tax exempt entity separately with respect to each such trade or business including for purposes of determining any net operating loss deduction As a result it may not be possible for tax exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business and vice versa
The IRS may challenge our treatment of each purchaser of our common units as having the same tax benefits without regard to the common units actually purchased which could adversely affect the value of our common units
Because we cannot match transferors and transferees of common units we have adopted certain methods for allocating depreciation and amortization deductions that may not conform to all aspects of existing Treasury Regulations A successful IRS challenge to the use of these methods could adversely affect the amount of tax benefits available to our common unitholders It also could affect the timing of these tax benefits or the amount of gain from any sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to a common unitholder s tax returns
We generally i prorate our items of income gain loss and deduction between transferors and transferees of our common units and ii allocate certain deductions for depreciation of capital additions gain or loss realized on a sale or other disposition of our assets and in the discretion of the general partner any other extraordinary item of income gain loss or deduction each month based upon the ownership of our units on the first day of each month the Allocation Date instead of on the basis of
the date a particular common unit is transferred Treasury Regulations allow a similar monthly simplifying convention but such regulations do not specifically authorize all aspects of our proration method If the IRS were to challenge our proration method we may be required to change the allocation of items of income gain loss and deduction among our common unitholders
In determining the items of income gain loss and deduction allocable to our unitholders we must routinely determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our unitholders The IRS may challenge our valuation methods and allocations A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to our unitholders the amount of taxable gain from our unitholders sale of common units and the value of the common units or result in audit adjustments to our unitholders tax returns without the benefit of additional deductions
Our common unitholders will likely be subject to state and local taxes as well as income tax return filing requirements in jurisdictions where they do not live as a result of investing in our common units
In addition to U S federal income taxes our common unitholders may be subject to other taxes including foreign state and local taxes unincorporated business taxes and estate inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in the future even if they do not live in any of those jurisdictions will likely be required to file foreign state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions and may be subject to penalties for failure to comply with those requirements
The Partnership has implemented processes to assess identify and manage material risks resulting from cybersecurity incidents Our Cybersecurity program and processes are based upon the International Standards Organization ISO guidance on information security The Partnership s processes used to identify assess and mitigate cybersecurity risks are integrated into the Partnership s broader risk management system and processes including through the risk management activities of the Board and its Audit Committee our Enterprise Risk Management Committee ERM Committee and our internal audit and information technology functions Refer to Part I Item 1A Risk Factors
The Board considers oversight of CVR Partners risks and risk management activities including those related to cybersecurity risk to be a responsibility of the entire Board The Board also delegates certain risk oversight responsibilities to certain of its committees and oversight of the Partnership s cybersecurity risk is delegated by the Board to its Audit Committee The Audit Committee receives regular reports typically on a quarterly basis from management regarding information technology cybersecurity risk AI use and governance and efforts to prevent and mitigate such risks The Audit Committee subsequently reports on these activities to the full Board which equips the Board and its committees to fulfill their risk oversight role
The Board and Audit Committee are supported in their oversight capacity by the Partnership s ERM Committee and internal audit and information technology functions On a quarterly basis the ERM Committee evaluates past existing and future risks to the Partnership the likelihood severity and velocity of such risks and the controls and mitigation tools implemented to address such risk Several members of the ERM Committee have functional responsibility for the Partnership s information technology and cybersecurity risk monitoring activities and provide expertise to the ERM Committee in those areas
Similarly the Partnership s internal audit function periodically performs audit engagements focused on information technology processes and cybersecurity risks These audits have provided the Partnership and its Board with assessments of the effectiveness and efficiency of our information technology and cyber threat management processes with the goal of safeguarding Partnership assets and information
At the management level the Partnership s cybersecurity risk management activities are led by our Chief Executive Officer and his executive team and is integrated into the day to day activities of the Partnership s information technology function and Chief Information Officer who operates under the supervision of our Chief Financial Officer and reports regularly to the Audit Committee on cybersecurity risks typically on a quarterly basis The Partnership s information technology function has a dedicated cybersecurity team comprised of employees with on average nearly 20 years of experience and expertise in cybersecurity and includes individuals with degrees in Computer Studies and cybersecurity related certifications including Certified Information Systems Security Specialist CISSP Certified in Risk and Information Systems Controls CRISC and Certified Information Security Manager CISM
Management utilizes certain tools and controls to detect monitor prevent mitigate and remediate cybersecurity threats to our systems networks applications and data Management also conducts annual cybersecurity training and periodic phishing tests which provide contemporaneous feedback and instruction to our employees and seek to strengthen the Partnership s defenses against cyber threats Management also monitors AI usage and has implemented a framework that tracks use and is governed by CVR Energy s Artificial Intelligence Policy and includes a review and approval process for adopting use of AI tools Such governance activities are designed to mitigate the risks presented by AI Lastly management maintains information security incident response processes to guide response and mitigate impact in the event of a cybersecurity incident A third party cybersecurity service provider is on retainer to assist the Partnership should a cybersecurity incident occur
The ERM Committee internal audit function information technology function and various other groups each occasionally engage third party service providers to assist in their management of cybersecurity risk including but not limited to cybersecurity vendors assessors consultants auditors and other third parties The information technology function maintains processes to oversee and identify cyber risks associated with the Partnership s use of third party service providers who may have access to sensitive Partnership data and systems
Refer to Part I Item 1 Facilities of this Report for more information on our core business properties CVR Energy also leases property for our executive and marketing offices in Sugar Land Texas and Kansas City Kansas respectively
In the ordinary course of business we may become party to lawsuits administrative proceedings and governmental investigations including environmental regulatory and other matters Large and sometimes unspecified damages or penalties may be sought from us in some matters and certain matters may require years to resolve Refer to Part II Item 8 Note 2 Summary of Significant Accounting Policies Loss Contingencies for further discussion on current litigation matters Although we cannot provide assurance we believe that an adverse resolution of the matters described therein would not have a material impact on our liquidity consolidated financial position or consolidated results of operations
The performance graph below compares the cumulative total return of the Partnership s common units to a the cumulative total return of the S P 500 Composite Index and b a composite peer group Peer Group consisting of CF Industries Holdings Inc LSB Industries Inc Nutrien Ltd The Andersons Inc AdvanSix Inc and Flotek Industries Inc The graph assumes that the value of the investment in common units and each index was 100 on December 31 2019 and that all distributions were reinvested Investment is weighted on the basis of market capitalization
The unit price performance shown on the graph is not necessarily indicative of future price performance Information used in the graph was obtained from Yahoo Finance finance yahoo com The performance graph above is furnished and not filed for purposes of the Securities Act and the Exchange Act The performance graph is not soliciting material subject to Regulation 14A
CVR Partners common units are listed under the symbol UAN on the New York Stock Exchange NYSE The Partnership has 30 holders of record of the outstanding units as of December 31 2024 with CVR Energy subsidiaries holding approximately 37 and Icahn Enterprises L P and its affiliates IEP holding approximately 2 of the Partnership s outstanding limited partner interests
On May 6 2020 the board of directors of the Partnership s General Partner the Board on behalf of the Partnership authorized a unit repurchase program which was increased on February 22 2021 the Unit Repurchase Program The Unit Repurchase Program as increased authorized the Partnership to repurchase up to 20 million of the Partnership s common units On February 20 2024 the Board on behalf of the Partnership terminated the nominal authority remaining under the Unit Repurchase Program From authorization through March 2022 CVR Partners repurchased on a split adjusted basis 759 250 common units on the open market in accordance with a repurchase agreement under Rules 10b5 1 and 10b 18 of the Securities Exchange Act of 1934 as amended at a cost of 20 0 million exclusive of transaction costs or an average price of 26 33 per
The following discussion and analysis of our financial condition results of operations and cash flows should be read in conjunction with our consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report as well as Part I Item 1 Business and Part I Item 1A Risk Factors of this Report References to CVR Partners the Partnership we us and our may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities as the context may require
This discussion and analysis covers the years ended December 31 2024 and 2023 and discusses year to year comparisons between such periods The discussions of the year ended December 31 2022 and year to year comparisons between the years ended December 31 2023 and 2022 are not included in this Annual Report on Form 10 K but can be found in Management s Discussion and Analysis of Financial Condition and Results of Operations in Part II Item 7 of the Partnership s Annual Report on Form 10 K for the fiscal year ended December 31 2023 filed on February 21 2024 and such discussions are incorporated by reference into this Report
Reflected in this discussion and analysis is how management views the Partnership s current financial condition and results of operations along with key external variables and management actions that may impact the Partnership 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
CVR Partners is a Delaware limited partnership formed in 2011 by CVR Energy Inc CVR Energy to own operate and grow its nitrogen fertilizer business The Partnership produces and distributes nitrogen fertilizer products which are used by farmers to improve the yield and quality of their crops primarily corn and wheat The Partnership produces these products at two manufacturing facilities one located in Coffeyville Kansas operated by its wholly owned subsidiary Coffeyville Resources Nitrogen Fertilizers LLC CRNF the Coffeyville Facility and one located in East Dubuque Illinois operated by its wholly owned subsidiary East Dubuque Nitrogen Fertilizers LLC EDNF the East Dubuque Facility and together with the Coffeyville Facility the Facilities Our principal products are ammonia and urea ammonium nitrate UAN All of our products are sold on a wholesale basis References to CVR Partners the Partnership we us and our may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities as the context may require Additionally as the context may require references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum and renewables refining marketing and logistics operations
Our Mission is to be a top tier North American 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
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
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
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
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
Our goal is to achieve industry leading utilization rates at both of our facilities through safe and reliable operations We are focusing on improvements in day to day facility operations identifying alternative sources for facility inputs to reduce lost time due to third party operational constraints and optimizing our commercial and marketing functions to maintain facility operations at their highest level
In January 2025 we published a 2023 Environmental Social Governance Report 2023 ESG Report which continues to benchmark performance against specific Sustainability Accounting Standards Board metrics and is available at CVR Partner s website at www CVRPartners com The 2023 ESG Report does not constitute a part of and is not incorporated by reference into this Annual Report on Form 10 K or any other report we file with or furnish to the Securities and Exchange Commission the SEC whether made before or after the date of this Annual Report on Form 10 K
Within the nitrogen fertilizer business earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices utilization and operating costs and expenses including pet coke and natural gas feedstock costs
The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors including the global supply and demand for nitrogen fertilizer products which in turn depends on world grain demand and production levels changes in world population the cost and availability of fertilizer transportation infrastructure weather conditions the availability of imports the availability and price of feedstocks to produce nitrogen fertilizer and the extent of government intervention in agriculture markets among other factors
Nitrogen fertilizer prices are also affected by local factors including local market conditions and the operating levels of competing facilities An expansion or upgrade of competitors facilities new facility development political and economic developments and other factors are likely to continue to play an important role in nitrogen fertilizer industry economics These factors can impact among other things the level of inventories in the markets resulting in price and product margin volatility Moreover the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products
The Partnership believes the general business environment in which it operates will continue to remain volatile driven by uncertainty around the availability and prices of its feedstocks demand for and prices of its products inflation and existing and potential future global supply disruptions As a result future operating results and current and long term financial conditions could be negatively impacted if economic conditions remain volatile and or decline The Partnership is not able at this time to predict the extent to which these conditions may have a material or any effect on its financial or operational results in future periods
Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries including the ones related to corn based ethanol and sustainable aviation fuel production or consumption can impact and have directly impacted our business In June 2023 the United States Environmental Protection Agency EPA announced the renewable volume obligations for 2023 2024 and 2025 which maintained the conventional biofuel blending level at 15 billion gallons These actions lead us to believe that the demand on food in particular corn for fuel will remain strong for the foreseeable future and support farmer economics that incentivize the use of nitrogen based fertilizers
In contrast in March 2024 the EPA finalized new motor vehicle emission standards for light medium and heavy duty vehicles for model year 2027 and beyond which could significantly reduce the use of internal combustion engine vehicles and the demand for liquid fuels including ethanol In 2023 production of ethanol consumed approximately 37 of the annual United States corn crop used by the market
There have been several proposed and enacted climate related rules and compliance requirements at federal state and international levels While the Biden Administration had advanced significant climate related initiatives including stricter EPA motor vehicle emissions standards and the SEC s proposed climate risk disclosure rule recent changes under the Trump Administration following the 2024 U S presidential election has begun to and may further shift regulatory priorities Through executive orders and regulatory rollbacks certain of these initiatives have been curtailed or reevaluated creating a more uncertain regulatory landscape which may materially impact our business operations compliance costs results and market stability
The Middle East conflict which began in October 2023 and impacted global fertilizer and agriculture markets alongside other conflicts like the ongoing Russia Ukraine war continue to present significant geopolitical risks to global markets as does the potential for future trade wars and the potential changes in U S economic trade policy These concerns including the enforcement of sanctions could lead to disruptions in the production and trade of fertilizer grains and feedstock through various means such as trade restrictions The ultimate outcome of these conflicts and or economic policy or further escalation or expansion thereof and any associated market disruptions are difficult to predict and may affect our business operations and cash flows in unforeseen ways
While there is risk of shorter term volatility given the inherent nature of the commodity cycle and governmental and geopolitical risks the Partnership believes the long term fundamentals for the U S nitrogen fertilizer industry remain intact The Partnership 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 United States over the longer term
Corn and soybeans are two major crops planted by farmers in North America Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown which in turn results in the need for this nutrient to be replenished after each growing cycle Unlike corn soybeans are able to obtain most of their own nitrogen through a process known as N
fixation As such upon harvesting of soybeans the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle Due to these factors nitrogen fertilizer consumers generally operate a balanced corn soybean rotational planting cycle as shown by the chart presented below
The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres Additionally an estimated 14 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2024 2025 Multiple refiners have announced renewable diesel expansion projects for 2025 and beyond which should only increase the demand for soybeans and potentially for corn and canola
The United States Department of Agriculture USDA estimates that in spring 2024 farmers planted 90 7 million corn acres representing a decrease of 4 1 as compared to 94 6 million corn acres in 2023 Planted soybean acres for spring 2024 are 87 1 million representing an increase of 4 2 as compared to 83 6 million soybean acres in 2023 The combined corn and soybean planted acres of 177 8 million in 2024 is in line with the acreage planted in 2023 Due to lower input costs in 2024 for corn planting and the relative grain prices of corn versus soybeans economics favored planting corn compared to soybeans in 2024 Inventory levels of corn and soybeans are expected to be supportive of grain prices into the spring of 2025
Ethanol is blended with gasoline to meet renewable fuel standard requirements and for its octane value Since 2010 ethanol production has historically consumed 37 of the U S corn crop used by the market so demand for corn generally rises and falls with ethanol demand as shown by the charts below through December 31 2024
Weather continues to be a critical variable for crop production Even with high planted acres and above trendline yields per acre for corn in the United States global inventory levels for corn and soybeans remain near historical 10 year averages and prices have remained elevated Demand for nitrogen fertilizer as well as other crop inputs was strong for the spring 2024 planting season primarily due to elevated grain prices and favorable weather conditions for planting
Fertilizer input costs have been volatile since the fall of 2021 Natural gas prices were elevated in the fall of 2022 due to shortages in Europe and demand being driven by building natural gas storage for winter Winter 2023 2024 weather was warmer than average in Europe and when combined with natural gas conservation measures caused demand and prices for natural gas in Europe to fall significantly in the first quarter of 2024 and remain below the 2021 2022 price levels throughout 2024 The decline in natural gas prices and the resulting reversal of capacity curtailments among other factors has led to a significant reduction in the price for nitrogen fertilizer from peak prices While we expect that natural gas prices might remain below the elevated levels experienced in 2022 in the near term we believe that the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026 Although pet coke prices had been elevated since 2021 due to
The Partnership is nearing completion of engineering studies on the potential to utilize natural gas as an optional feedstock to pet coke at its Coffeyville Facility Based on these studies we believe the Coffeyville Facility could utilize either natural gas or pet coke to produce nitrogen fertilizer by making certain modifications to the facility If this project is approved by the board of directors of our general partner the Board and successfully implemented it could allow the Partnership to choose the optimal feedstock mix for production and would make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with that feedstock flexibility
As part of growth capital projects the Partnership has undertaken several initiatives to continually improve reliability of its Facilities In December 2024 an additional piece of oxygen equipment was installed to provide better reliability of a third party air separation plant which supplies contract volumes of oxygen nitrogen and compressed dry air to the Coffeyville Facility gasifiers
The following should be read in conjunction with the information outlined in the previous sections of this Part II Item 7 and the financial statements and related notes thereto in Part II Item 8 of this Report
The chart presented below summarizes our ammonia utilization rates on a consolidated basis for the years ended December 31 2024 2023 and 2022 Utilization is an important measure used by management to assess operational output at each of the Partnership s facilities Utilization is calculated as actual tons of ammonia produced divided by capacity
Utilization is presented solely on ammonia production rather than on each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products With production primarily focused on ammonia upgrade capabilities we believe this measure provides a meaningful view of how we operate
On a consolidated basis utilization decreased 4 to 96 for the year ended December 31 2024 compared to the year ended December 31 2023 primarily due to the 14 day planned outage at the Coffeyville Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities the 2024 Outages in the current period
Two of our key operating metrics are total sales volumes for ammonia and UAN along with the product pricing per ton realized at the gate Product pricing at 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
For the year ended December 31 2024 total product sales volumes were unfavorable driven by reduced production volumes resulting from the 2024 Outages in the current period For the year ended December 31 2024 total product sales were unfavorable driven by sales price decreases of 16 for ammonia and 20 for UAN during the year Ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices reducing input costs and lower planted acres of corn in the U S
Gross tons of ammonia represent the total ammonia produced including ammonia produced that was upgraded into other fertilizer products Net tons available for sale represents the ammonia available for sale that was not
utilizes a pet coke gasification process to produce nitrogen fertilizer Our East Dubuque Facility uses natural gas in its production of ammonia The table below presents these feedstocks for the Facilities for the years ended December 31 2024 2023 and 2022
For the year ended December 31 2024 the Partnership s operating income and net income were 90 4 million and 60 9 million respectively compared to operating income and net income of 201 4 million and 172 4 million respectively for the year ended December 31 2023 These decreases were driven primarily by lower product sales prices attributable to natural gas prices reducing input costs and driving an overall decrease in market prices and unfavorable product sales volume driven by reduced production volumes resulting from the 2024 Outages in the current period partially offset by favorable utility costs due to lower natural gas and electricity prices
primarily due to unfavorable UAN and ammonia pricing conditions and sales volumes which lowered revenues by 103 4 million and 47 1 million respectively For the years ended December 31 2024 and 2023 net sales included 36 3 million and 42 1 million in freight revenue and 16 6 million and 18 2 million in other revenue respectively
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 year ended December 31 2024 compared to the year ended December 31 2023
For the year ended December 31 2024 compared to the year ended December 31 2023 ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices reducing input costs and driving an overall decrease in market prices paired with lower planted corn acres in the U S Total product sales volumes were unfavorable driven by reduced production volumes resulting from the 2024 Outages in the current period
For the year ended December 31 2024 cost of materials and other was 104 1 million compared to 134 4 million for the year ended December 31 2023 The decrease was driven primarily by lower pet coke and natural gas feedstock costs as discussed above combined with favorable inventory impacts in the current period
direct operating expenses exclusive of depreciation and amortization were 214 2 million compared to 234 9 million for the year ended December 31 2023 The decrease was primarily due to favorable utility costs due to lower natural gas and electricity prices combined with favorable inventory impacts in the current period
For the year ended December 31 2024 depreciation and amortization expense was 88 1 million compared to 79 7 million for the year ended December 31 2023 This increase was primarily due to accelerated depreciation related to planned asset retirements including granular plant production assets and due to additions to property plant and equipment during the current period partially offset by fluctuations in depreciation capitalized to inventory and retirement of fully depreciated assets
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
EBITDA adjusted for certain significant noncash 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
EBITDA for the quarter excluding noncash income or expense items if any for which adjustment is deemed necessary or appropriate by the Board in its sole discretion less i reserves for maintenance capital expenditures debt service and other contractual obligations and ii reserves for future operating or capital needs if any in each case that the Board deems necessary or appropriate in its sole discretion Available Cash for Distribution may be increased by the release of previously established cash reserves if any and other excess cash at the discretion of the Board
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 GAAP results including but not limited to our operating performance as compared to other publicly traded companies in the fertilizer industry 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 GAAP financial measures Refer to the 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
Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future due to expenses incurred as part of planned turnarounds We incurred turnaround expenses of 0 5 million 1 8 million and 33 4 million during the years ended December 31 2024 2023 and 2022 respectively The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility
Amount consists of adjustment of expenses incurred by the city of Coffeyville during winter storm Uri in 2021 and cash impacts thereof and reserves established by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility
Amount consists of maintenance capital expenditures including additional reserves for future growth projects of 29 1 million and 28 4 million for the years ended December 31 2024 and 2023 There were no reserves for future growth projects for year ended December 31 2022
Amount represents the cumulative available cash for distribution based on full year results However available cash for distribution is calculated quarterly with distributions if any being paid in the following period The Partnership declared and paid cash distributions of 1 68 1 92 1 90 and 1 19 per common unit related to the fourth quarter of 2023 and the first second and third quarters of 2024 respectively and declared a cash distribution of 1 75 per common unit related to the fourth quarter of 2024 to be paid in March 2025
Our principal source of liquidity has historically been and continues to be cash from operations which can include cash advances from customers resulting from prepay contracts As further discussed below our principal uses of cash are for working capital capital expenditures funding our debt service obligations and paying distributions to our unitholders
When considering the market conditions and current geopolitical matters we currently believe that our cash from operations and existing cash and cash equivalents along with borrowings and reserves as necessary will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months However our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors including but not limited to rising material and labor costs and other inflationary pressures Additionally our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future performance which is subject to operating performance as well as general economic political financial competitive and other factors some of which may be beyond our control
Depending on the needs of our business contractual limitations and market conditions we may from time to time seek to issue equity securities incur additional debt issue debt securities or redeem repurchase refinance or retire our outstanding
debt through privately negotiated transactions open market repurchases redemptions exchanges tender offers or otherwise There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all
As of December 31 2024 we had cash and cash equivalents of 90 9 million and combined with 38 9 million available under our ABL Credit Facility we had total liquidity of 129 8 million as of December 31 2024 As of December 31 2023 we had 45 3 million in cash and cash equivalents and combined with 39 0 million available under our ABL Credit Facility we had total liquidity of 84 3 million
As of December 31 2024 the Partnership had outstanding its 6 125 Senior Secured Notes due June 2028 the 2028 Notes and the ABL Credit Facility the proceeds of which may be used to fund working capital and capital expenditures and for other general corporate purposes Refer to Part II Item 8 Note 8 Long Term Debt of this Report for further information
We divide capital spending needs into two categories maintenance and growth Maintenance capital spending includes non discretionary maintenance projects and projects required to comply with environmental health and safety regulations Growth capital projects generally involve an expansion of existing capacity reliability improvements and or reducing direct operating expenses We undertake growth capital spending based on the expected return on incremental capital employed which is typically funded by reserves taken in prior years
Our estimated capital expenditures are subject to change due to changes in capital projects cost scope and completion time For example we may experience changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the Facilities We may also accelerate or defer some capital expenditures from time to time The Board determines capital spending for CVR Partners We will continue to monitor market conditions and make adjustments if needed to our current capital spending or turnaround plans
We incurred turnaround expenses of 0 5 million 1 8 million and 33 4 million during the years ended December 31 2024 2023 and 2022 respectively The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility
Interest payments related to debt obligations consist of interest payments for our long term debt outstanding as of December 31 2024 and commitment fees on the unutilized commitments of the ABL Credit Facility
The current policy of the Board is to distribute all Available Cash for Distribution as determined by the Board in its sole discretion the Partnership generates on a quarterly basis The Board will determine Available Cash for Distribution for each quarter following the end of such quarter Available Cash for Distribution for each quarter is calculated as EBITDA for the quarter excluding noncash income or expense items if any for which adjustment is deemed necessary or appropriate by the Board in its sole discretion less i reserves for maintenance capital expenditures debt service and other contractual obligations and ii reserves for future operating or capital needs if any in each case that the Board deems necessary or appropriate in its sole discretion Available Cash for Distribution may be increased by releasing previously established cash reserves if any and other excess cash at the discretion of the Board
Distributions if any including the payment amount and timing thereof and the Board s distribution policy including the definition of Available Cash for Distribution and reserves relating thereto are subject to change at the discretion of the Board The following table presents quarterly distributions paid by the Partnership to CVR Partners unitholders including amounts paid to CVR Energy during 2024 2023 and 2022 amounts presented in the table below may not add to totals presented due to rounding
For the fourth quarter of 2024 the Partnership upon approval by the Board on February 18 2025 declared a distribution of 1 75 per common unit or 18 5 million which is payable March 10 2025 to unitholders of record as of March 3 2025 Of this amount CVR Energy and IEP will receive approximately 6 8 million and 0 3 million respectively with the remaining amount payable to public unitholders
On May 6 2020 the Board on behalf of the Partnership authorized a unit repurchase program which was increased on February 22 2021 the Unit Repurchase Program The Unit Repurchase Program authorized the Partnership to repurchase up to 20 million of the Partnership s common units On February 20 2024 the Board on behalf of the Partnership terminated the nominal authority remaining under the Unit Repurchase Program From authorization through March 2022 CVR Partners repurchased on a split adjusted basis 759 250 common units on the open market in accordance with a repurchase agreement under Rules 10b5 1 and 10b 18 of the Securities Exchange Act of 1934 as amended at a cost of 20 0 million exclusive of transaction costs or an average price of 26 33 per common unit Prior to the termination of the Unit Repurchase Program in 2024 and for the year ended December 31 2023 CVR Partners did not repurchase any common units
The change in net cash flows from operating activities for the year ended December 31 2024 compared to the year ended December 31 2023 was primarily due to a decrease in net income of 111 5 million caused by lower sales prices attributable to natural gas prices reducing input costs and driving an overall decrease in market prices and unfavorable sales volume driven by reduced production volumes resulting from the 2024 Outages in the current period This is partially offset by a decrease in working capital of 13 8 million in 2024 compared to 2023 primarily due to favorable changes in accounts payable and other current liabilities partially offset by unfavorable changes in inventory
The change in net cash used in investing activities for the year ended December 31 2024 compared to the year ended December 31 2023 was primarily due to a decrease in distributions received from CVR Partners equity method investment of 16 3 million in 2024 compared to 2023 and an increase in capital expenditures of 12 9 million during 2024 resulting from an increase in various capital projects in the current period compared to 2023
The change in net cash used in financing activities for the year ended December 31 2024 compared to the year ended December 31 2023 was primarily due to a 210 7 million decrease in cash distributions in 2024 compared to 2023
Accounting estimates are considered to be critical if 1 the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and 2 the impact of the estimates and assumptions on financial condition or operating performance is material Actual results could differ from the estimates and assumptions used
The cost of our fertilizer product inventories is determined under the first in first out FIFO method and our FIFO inventories are carried at the lower of cost or net realizable value We compare the estimated realizable value of inventories to their cost by product Depending on inventory levels the per ton realizable value of our fertilizer products is estimated using pricing on in transit orders pricing for open fixed price orders that have not shipped and if volumes remain unaccounted for current management pricing estimates for fertilizer products Management s estimate for current pricing reflects up to date pricing in the market as of the end of each reporting period Reductions to selling prices for unreimbursed freight costs are included to arrive at net realizable value as applicable There were no inventory adjustments recognized during the years ended December 31 2024 2023 and 2022 Due to the amount and variability in volume of fertilizer product inventories maintained changes in production costs and the volatility of market pricing for fertilizer products losses recognized to reflect fertilizer product inventories at the lower of cost or net realizable value could have a material impact on the Partnership s results of operations
Long lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in future expected cash flows If the sum of the undiscounted expected future cash flows of an asset group is less than the carrying value including applicable liabilities the carrying value may be written down to its estimated fair value Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets In addition when preparing the expected future cash flows or estimating the fair value of impaired assets we make several estimates that include subjective assumptions related to future sales volumes commodity prices operating costs discount rates and capital expenditures among others
We are exposed to significant market risk due to potential changes in prices for fertilizer products pet coke and natural gas Pet coke and natural gas are the primary raw materials used in the production of various nitrogen based products manufactured at our Coffeyville Facility and East Dubuque Facility respectively We have commitments to purchase pet coke and natural gas for use in our Facilities through short term fixed price and index price purchase contracts
In the normal course of business we produce nitrogen based fertilizer products throughout the year to supply the needs of our customers during the high delivery volume spring and fall seasons The value of fertilizer product inventory is subject to market risk due to fluctuations in the relevant commodity prices Prices of nitrogen fertilizer products can be volatile and we
believe they are affected by changes in grain prices demand natural gas prices and other factors A 1 00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia and UAN by approximately 14 29 and 5 86 respectively A 1 00 per ton change in the price of pet coke would change the cost to produce a ton of ammonia and UAN by approximately 0 66 and 0 27 respectively In the opinion of our management there are no financial instruments that correlate with our firm pet coke commitments and forecasted commodity sales transactions that could be used to effectively reduce commodity price risk
We may be exposed to risk based on changes in interest rates related to our ABL Credit Facility which bears interest at the daily simple Secured Overnight Financing Rate SOFR plus a premium As of and during the years ended December 31 2024 and 2023 there were no outstanding borrowings under the ABL Credit Facility or other variable rate borrowings Further fixed rate debt such as our 2028 Notes exposes us to changes in the fair value of our debt due to changes in market interest rates but not our earnings or cash flows Based on the 2028 Notes a hypothetical 50 basis point fluctuation in market interest rates at December 31 2024 would have resulted in a change of 8 3 million in fair value disclosure Fixed rate debt also exposes us to the risk that we may need to refinance maturing debt with new debt at higher rates or that we may be obligated to pay rates higher than the current market
We have audited the accompanying consolidated balance sheets of CVR Partners LP a Delaware limited partnership and subsidiaries the Partnership as of December 31 2024 and 2023 the related consolidated statements of operations partners capital and cash flows for each of the three years in the period ended December 31 2024 and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Partnership as of December 31 2024 and 2023 and the results of its operations and its cash flows for each of the three years in the period ended December 31 2024 in conformity with accounting principles generally accepted in the United States of America
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the Partnership s internal control over financial reporting as of December 31 2024 based on criteria established in the 2013
These financial statements are the responsibility of the Partnership s management Our responsibility is to express an opinion on the Partnership s financial statements based on our audits We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audits provide a reasonable basis for our opinion
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that 1 relate to accounts or disclosures that are material to the financial statements and
We have audited the internal control over financial reporting of CVR Partners LP a Delaware limited partnership and subsidiaries the Partnership as of December 31 2024 based on criteria established in the 2013
issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO In our opinion the Partnership maintained in all material respects effective internal control over financial reporting as of December 31 2024 based on criteria established in the 2013
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the consolidated financial statements of the Partnership as of and for the year ended December 31 2024 and our report dated February 19 2025 expressed an unqualified opinion on those financial statements
The Partnership s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management s Report on Internal Control Over Financial Reporting Our responsibility is to express an opinion on the Partnership s internal control over financial reporting based on our audit We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects Our audit included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances We believe that our audit provides a reasonable basis for our opinion
A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A company s internal control over financial reporting includes those policies and procedures that 1 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and 3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company s assets that could have a material effect on the financial statements
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
CVR Partners LP CVR Partners or the Partnership is a Delaware limited partnership formed by CVR Energy Inc together with its subsidiaries but excluding the Partnership and its subsidiaries CVR Energy to own operate and grow its nitrogen fertilizer business The Partnership produces nitrogen fertilizer products at two manufacturing facilities one located in Coffeyville Kansas operated by our wholly owned subsidiary Coffeyville Resources Nitrogen Fertilizers LLC CRNF the Coffeyville Facility and one located in East Dubuque Illinois operated by our wholly owned subsidiary East Dubuque Nitrogen Fertilizers LLC EDNF the East Dubuque Facility and together with the Coffeyville Facility the Facilities The Facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products principally urea ammonium nitrate UAN Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops primarily corn and wheat The Partnership s products are sold on a wholesale basis in the United States of America As used in these financial statements references to CVR Partners the Partnership we us and our may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities as the context may require
As of December 31 2024 public common unitholders held approximately 61 of the Partnership s outstanding limited partner interests CVR Energy through its subsidiaries held approximately 37 of the Partnership s outstanding limited partner interests and 100 of the Partnership s general partner interest while Icahn Enterprises L P and its other affiliates IEP held the remaining approximately 2 of the Partnership s outstanding limited partner interests As of December 31 2024 IEP owned approximately 66 of the common stock of CVR Energy On January 8 2025 IEP acquired an additional 1 ownership or 878 212 additional shares of CVR Energy s common stock at a price of 18 25 per share
On May 6 2020 the board of directors of our general partner the Board on behalf of the Partnership authorized a unit repurchase program which was increased on February 22 2021 the Unit Repurchase Program The Unit Repurchase Program authorized the Partnership to repurchase up to 20 million of the Partnership s common units On February 20 2024 the Board on behalf of the Partnership terminated the nominal authority remaining under the Unit Repurchase Program From authorization through March 2022 CVR Partners repurchased on a split adjusted basis 759 250 common units on the open market in accordance with a repurchase agreement under Rules 10b5 1 and 10b 18 of the Securities Exchange Act of 1934 as amended at a cost of 20 0 million exclusive of transaction costs or an average price of 26 33 per common unit Prior to the termination of the Unit Repurchase Program in 2024 and for the year ended December 31 2023 CVR Partners did not repurchase any common units
The Partnership including its general partner is managed by a combination of the Board the general partner s executive officers UAN Services LLC as sole member of the general partner and certain officers of CVR Energy and its subsidiaries pursuant to the Partnership Agreement as well as a number of agreements among the Partnership the General Partner CVR Energy and certain of their respective subsidiaries including a service agreement See Note 13 Related Party Transactions for further discussion Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the general partner s directors or officers whether on an annual or continuing basis or otherwise
The Partnership evaluated subsequent events if any that would require an adjustment to the Partnership s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of these consolidated financial statements Where applicable the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred
The accompanying consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission SEC include the accounts of CVR Partners and its wholly owned subsidiaries All intercompany accounts and transactions have been eliminated
The consolidated financial statements are prepared in conformity with GAAP which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Estimates are reviewed on an ongoing basis based on currently available information Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates
Cash and cash equivalents include cash on hand demand deposits and investments in highly liquid money market accounts with original maturities of three months or less We maintain cash and cash equivalent balances with a single financial institution which may at times be in excess of federally insured levels
Accounts receivable net primarily consists of customer accounts receivable recorded at the invoiced amounts and generally do not bear interest Allowances for doubtful accounts are based on historical loss experience expected credit losses from current economic conditions and management s expectations of future economic conditions The allowance is recorded when the receivable is deemed uncollectible and is booked to bad debt expense The largest concentration of credit for any one customer was approximately 25 and 40 of the Accounts receivable net balance at December 31 2024 and 2023 respectively There was no bad debt expense for the years ended December 31 2024 2023 and 2022
Inventories consist of fertilizer products and raw materials primarily pet coke which are valued at the lower of GAAP First In First Out FIFO cost or net realizable value We compare the estimated realizable value of inventories to their cost by product Depending on inventory levels the per ton realizable value of our fertilizer products is estimated using pricing on in transit orders pricing for open fixed price orders that have not shipped and if volumes remain unaccounted for current management pricing estimates for fertilizer products Management s estimate for current pricing reflects up to date pricing in the market as of the end of each reporting period Reductions to selling prices for unreimbursed freight costs are included to arrive at net realizable value as applicable There were no inventory adjustments recognized during the years ended December 31 2024 2023 and 2022
Additions to property plant and equipment including capitalized interest and certain costs allocable to construction and property purchases are recorded at cost Expenditures for improvements that increase economic benefit or returns and or extend useful life are capitalized while expenditures for routine maintenance and repair costs are expensed when incurred
and are reported in Direct operating expenses exclusive of depreciation and amortization in the Partnership s Consolidated Statements of Operations Depreciation is computed using the straight line method over the estimated useful lives of the various classes of depreciable assets The lives used in computing depreciation for significant asset classes are as follows
Leasehold improvements and assets held under finance leases are depreciated or amortized utilizing the straight line method over the shorter of the related contractual lease term or the estimated useful life of the asset
The Partnership accounts for investments in which it has a noncontrolling interest yet has significant influence over the entity using the equity method of accounting whereby the Partnership records its pro rata share of earnings contributions to and distributions from as adjustments to the investment balance in Other long term assets on our Consolidated Balance Sheets The pro rata share of earnings is also recorded in Other income expense net on our Consolidated Statements of Operations
At inception the Partnership determines whether an arrangement is a lease and if so the appropriate lease classification Operating leases are included as operating lease ROU assets within Other long term assets and lease liabilities within Other current liabilities and Other long term liabilities on our Consolidated Balance Sheets When applicable finance leases are included as ROU finance leases within Property plant and equipment net and finance lease liabilities within Other current liabilities and Long term debt and finance lease obligations net of current portion on our Consolidated Balance Sheets Leases with an initial expected term of 12 months or less are considered short term and are not recorded on our Consolidated Balance Sheets The Partnership recognizes operating lease expense on a straight line basis over the lease term within Direct operating expenses exclusive of depreciation and amortization and Cost of materials and other and finance lease expense on a straight line basis over the lease term within Depreciation and amortization and Interest expense net
ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term using an incremental borrowing rate with a maturity similar to the lease term The lease term is modified to reflect options to extend or terminate the lease when it is reasonably certain we will exercise such option The depreciable life of assets and leasehold improvements is limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise in which case the depreciation policy in the Property Plant and Equipment net section above is applicable The periodic lease payments are treated as payments of the lease obligation and interest is recorded as interest expense A lease modification is assessed to conclude whether it is a separate new contract or a modified contract If it is a modified contract the Partnership reconsiders the lease classification and remeasures the lease
Lender and other third party costs associated with debt issuances are deferred and amortized to Interest expense net using the effective interest method over the term of the debt and depending on maturity are included within Current portion of long term debt and finance lease obligations and Long term debt and finance lease obligations net of current portion Deferred financing costs related to line of credit arrangements are amortized using the straight line method through the maturity date of the facility and depending on maturity are included within Other current assets and Other long term liabilities
Long lived assets excluding intangible assets with indefinite lives and deferred tax assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future net cash flows expected to be generated by the asset If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds their fair value Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell
The Partnership records an asset retirement obligation ARO at fair value for the estimated cost to retire a tangible long lived asset at the time the liability is incurred which is generally when the asset is purchased constructed or leased The liability is recorded when there is a legal or contractual obligation to incur costs to retire the asset and only when a reasonable estimate of the fair value can be made
Certain of the Partnership s assets can be used for extended or indeterminate periods of time with proper maintenance and upgrades which the Partnership intends and has a historical practice of to maintain and upgrade as technological advances are made available As a result the Partnership believes these assets have indeterminate lives for purposes of estimating AROs A liability is recognized when sufficient information exists to estimate a date or range of potential settlement dates needed to employ a present value technique to estimate fair value
In the ordinary course of business CVR Partners may become party to lawsuits administrative proceedings and governmental investigations including environmental regulatory and other matters The outcome of these matters cannot always be predicted accurately but the Partnership accrues liabilities for these matters if the Partnership has determined that it is probable a loss will be incurred and the loss can be reasonably estimated Accrued amounts if any are reflected in Other current liabilities or Other long term liabilities on our Consolidated Balance Sheets depending on when the Partnership expects to expend such amounts and are adjusted as additional information becomes available upon a change in circumstance as applicable As of December 31 2024 and 2023 there are no matters or contingencies that require recognition or disclosure
The Partnership is subject to various stringent federal state and local environmental health and safety rules and regulations Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated Estimates of these costs are based upon currently available facts internal and third party assessments of contamination available remediation technology site specific costs and currently enacted laws and regulations In reporting environmental liabilities no offset is made for potential recoveries Loss contingency accruals including those for environmental remediation are subject to periodic management review and revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties Environmental expenditures for capital assets are capitalized at the time of the expenditure when such costs provide future economic benefits Accrued amounts if any are reflected in Other current liabilities or Other long term liabilities on our Consolidated Balance Sheets depending on when the Partnership expects to expend such amounts As of December 31 2024 and 2023 no liabilities have been recognized for environmental remediation matters as no matters have been identified that are considered to be probable and estimable
The Partnership s revenue is generated from contracts with customers and is recognized at a point in time when performance obligations are satisfied by transferring control of the products or services to a customer The transfer of control occurs upon delivery of the product as the customer accepts the product has title and significant risks and rewards of ownership of the product physical possession of the product has been transferred and we have the right to payment
The transaction prices of the Partnership s contracts are either fixed or based on market indices and any uncertainty related to the variable consideration when determining the transaction price is resolved on the pricing date or the date when the product is delivered The payment terms depend on the product and type of contract but generally require customers to pay within 30 days or less and do not contain significant financing components
Any pass through finished goods delivery costs reimbursed by customers are reported in Net sales while an offsetting expense is included in Cost of materials and other Non monetary product exchanges which are entered into in the normal course of business are included on a net cost basis in Cost of materials and other on our Consolidated Statements of Operations Qualifying excise and other taxes collected from customers and remitted to governmental authorities are recorded as a reduction of the transaction price
Certain sales contracts require customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer An associated receivable is recorded for uncollected prepaid contract amounts
Cost of materials and other consists primarily of freight and distribution expenses feedstock expenses purchased ammonia and purchased hydrogen Direct operating expenses exclusive of depreciation and amortization consist primarily of energy and other utility costs direct costs of labor property taxes facility related maintenance services including turnaround expenses and environmental and safety compliance costs as well as catalyst and chemical costs Each of these financial statement line items are also impacted by changes in inventory balances as they include inventory production costs Direct operating expenses also include allocated share based compensation from CVR Energy and its subsidiaries Selling general and administrative expenses consist primarily of legal expenses treasury accounting marketing human resources information technology and maintaining the corporate and administrative offices in Texas and Kansas
Topic 820 the Partnership utilizes the market approach to measure fair value for its financial assets and liabilities The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets liabilities or a group of assets or liabilities such as a business
Topic 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels The following is a brief description of those three levels
Financial instruments consist of cash and cash equivalents accounts receivable accounts payable and operating and finance lease obligations which are carried at cost and approximate their estimated fair value The Partnership may enter into forward contracts with fixed or indexed delivery prices to purchase portions of its natural gas requirements These natural gas contracts are not treated as derivatives as they qualify for the normal purchase and normal sale exclusions Accordingly the fair value of these contracts are not recorded at the end of each reporting period
Turnarounds represent major maintenance activities that require the shutdown of significant parts of a facility to perform necessary inspections cleanings repairs and replacements of assets Costs incurred for routine repairs and maintenance or unplanned outages at our Facilities are expensed as incurred Planned turnaround activities vary in frequency dependent on our Facilities but generally occur every three years
The Partnership follows the direct expense method of accounting for turnaround activities Costs associated with these turnaround activities are included in Direct operating expenses exclusive of depreciation and amortization on our Consolidated Statements of Operations During the years ended December 31 2024 2023 and 2022 the Partnership incurred turnaround expenses of 0 5 million 1 8 million and 33 4 million respectively
Currently all of the Partnership s share based compensation awards are liability classified and are measured at fair value at the end of each reporting period based on the applicable closing unit price Compensation expense will fluctuate based on changes in the applicable unit price value and expense reversals resulting from employee terminations prior to award vesting The Partnership recognizes forfeitures as they occur Any previously recognized compensation expense is reversed in the period of forfeiture and the corresponding liability is extinguished There were no dilutive awards outstanding during the years ended December 31 2024 2023 and 2022
The Partnership is not a taxable entity for federal income tax purposes or states that follow the federal income tax treatment of partnerships Instead for purposes of these income taxes each partner of the Partnership is required to take into account its share of items of income gain loss and deduction in computing its federal and state income tax liabilities regardless of whether cash distributions are made to such partner by the Partnership We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships These taxes are accounted for utilizing the asset and liability approach Under this method deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between the amounts recorded in the accounting books and their respective tax basis Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled
CVR Energy and its subsidiaries provide a variety of services to the Partnership including employee benefits provided through CVR Energy s benefit plans administrative services provided by CVR Energy s employees and management insurance and office space leased by CVR Energy As such the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership which are then billed or allocated to the Partnership and are classified on our Consolidated Statements of Operations as either Direct operating expenses exclusive of depreciation and amortization or as Selling general and administrative expenses
which includes requirements for more robust disclosures of significant segment expenses and information used in assessing segment performance on an annual and interim basis The guidance also requires that a public entity that has a single reportable segment provide all the disclosures required by the guidance and all existing segment disclosures under the FASB Accounting Standards Codification ASC Topic 280
This standard is effective for the Partnership s annual period beginning January 1 2024 and interim periods beginning January 1 2025 and should be applied retrospectively to all comparative periods Effective with this Report the Partnership adopted this ASU Refer to Note 12 Business Segments for the required segment disclosures
which requires enhanced income tax disclosures that reflect how operations and related tax risks as well as how tax planning and operational opportunities affect the tax rate and prospects for future cash flows This standard is effective for the Partnership s annual reporting period beginning January 1 2025 with early adoption permitted While the Partnership does not expect adoption will have a material impact on its consolidated financial statements it currently expects additional disclosures will be included for its annual reporting period beginning January 1 2025 and interim reporting periods beginning January 1 2026 The Partnership does not intend to early adopt this ASU
which requires disclosure of specific information about costs and expenses within relevant expense captions on the face of the income statement qualitative descriptions for expense captions not specifically disaggregated quantitatively and the total amount and definition of selling expenses for interim and annual reporting periods This standard is effective for the Partnership s annual reporting period beginning January 1 2027 and interim reporting periods beginning January 1 2028 and should be applied retrospectively to all comparative periods Early adoption is permitted The Partnership is currently evaluating the effects of adopting this new accounting guidance
For the years ended December 31 2024 2023 and 2022 depreciation and amortization expenses related to property plant and equipment were 87 1 million 78 9 million and 81 3 million respectively which includes 14 1 million 0 7 million and 12 7 million respectively of additional depreciation expense as a result of the Partnership updating the estimated useful lives of certain assets due to planned asset retirements including granular urea production area For the years ended December 31 2024 2023 and 2022 capitalized interest was 1 0 million 0 5 million and 0 8 million respectively
During the years ended December 31 2024 2023 and 2022 the Partnership had not identified the existence of an impairment indicator for our long lived asset groups as outlined under the FASB ASC Topic 360
As part of a series of agreements entered into with unaffiliated parties in January 2023 with the objective to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 45Q Transaction the Partnership received a 50 interest in CVR CapturePoint Parent LLC CVRP JV in connection with a modification to a carbon oxide contract CO Contract with a customer The Partnership applied the variable interest entity VIE model under FASB ASC Topic
to its variable interest in CVRP JV and determined that CVRP JV is a VIE While the Partnership concluded it is not the primary beneficiary of CVRP JV it does have significant influence over CVRP JV s operating and financial policies and therefore applied the equity method of accounting for its investment in CVRP JV
The Partnership valued the equity interest received using a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate contractual and expected future cash flows and market multiples The fair value of the consideration received which was a non recurring Level 3 measurement as defined by FASB ASC Topic 820
The Partnership deferred the recognition of the noncash consideration received at inception and has been recognizing the associated revenue proportionally as the performance obligations associated with the CO Contract are satisfied Refer to Note 9 Revenue for further discussion The Partnership has elected to record its share of the earnings or loss of CVRP JV one quarter in arrears Distributions received from CVRP JV reduce the Partnership s equity method investment and are recorded in the period they are received The investment in CVRP JV is presented within Other long term assets on our Consolidated Balance Sheets
We lease railcars and certain facilities to support the Partnership s operations Most of our leases include one or more renewal options to extend the lease term which can be exercised at our sole discretion Certain leases also include options to purchase the leased asset Additionally certain of our lease agreements include rental payments which are adjusted periodically for factors such as inflation Our lease agreements do not contain any material residual value guarantees or material restrictive covenants Furthermore we do not have any material lessor or sub leasing arrangements
The estimated fair value of the 2028 Notes defined below was approximately 533 5 million and 513 1 million as of December 31 2024 and 2023 respectively The fair value estimate is a Level 2 measurement as defined by FASB ASC Topic 820
On June 23 2021 CVR Partners and CVR Nitrogen Finance Corporation Finance Co and collectively with CVR Partners the Issuers completed a private offering of 550 million aggregate principal amount of 6 125 Senior Secured Notes due June 2028 the 2028 Notes Interest on the 2028 Notes is payable semi annually in arrears on June 15 and December 15 each year commencing on December 15 2021 The 2028 Notes mature on June 15 2028 unless earlier redeemed or repurchased by the Issuers The 2028 Notes are jointly and severally guaranteed on a senior secured basis by all the existing domestic subsidiaries of CVR Partners excluding Finance Co
We may at our option at any time and from time to time prior to June 15 2024 on any one or more occasions redeem all or part of the 2028 Notes at a price equal to 100 of the principal amount plus a make whole premium plus accrued and unpaid interest On or after June 15 2024 we may on any one or more occasions redeem all or part of the 2028 Notes at the redemption prices set forth below expressed as a percentage of the principal amount of the respective notes plus accrued and unpaid interest to the applicable redemption date
The 2028 Notes contain customary covenants for a financing of this type that among other things restricts CVR Partners ability and the ability of certain of its subsidiaries to i sell assets ii pay distributions on redeem or repurchase the Partnership s units or redeem or repurchase its subordinated debt iii make investments iv incur or guarantee additional indebtedness or issue disqualified stock v create or incur certain liens vi enter into agreements that restrict distributions or other payments from CVR Partners restricted subsidiaries to CVR Partners vii consolidate merge or transfer all or substantially all of CVR Partners assets viii engage in transactions with affiliates and ix create unrestricted subsidiaries The 2028 Notes contains a permitted investment activity carveout that allows for the transfer of certain carbon capture assets to a joint venture for the purpose of monetizing potential tax credits In addition the indenture contains customary events of default the occurrence of which would result in or permit the trustee or the holders of at least 25 of the 2028 Notes to cause the acceleration of the 2028 Notes in addition to the pursuit of other available remedies
Bank National Association a national banking association as the administrative agent collateral agent and lender The ABL Amendment amended that certain Credit Agreement dated as of September 30 2021 as amended the ABL Credit Facility by and among the credit parties thereto and Wells Fargo as administrative agent collateral agent and a lender to among other things i increase the aggregate principal amount available under the credit facility by an additional 15 0 million to a total of 50 0 million in the aggregate with an incremental facility for another 15 0 million in the aggregate subject to additional lender commitments and certain other conditions and ii extend the maturity date by an additional four years to September 26 2028 The ABL Credit Facility provides for loans and letters of credit subject to meeting certain borrowing base conditions with sub limits of 3 5 million for swingline loans and 10 0 million for letters of credit The proceeds of the loans may be used for general corporate purposes of the Partnership and its subsidiaries The foregoing description of the ABL Amendment does not purport to be complete and is qualified in its entirety by its terms which is furnished as an exhibit to this Report
Loans under the Partnership s ABL Credit Facility bear interest at an annual rate equal to at the option of the borrowers i a 1 615 plus the daily simple Secured Overnight Financing Rate SOFR or b 0 615 plus a base rate if our quarterly excess availability is greater than or equal to 75 ii a 1 865 plus SOFR or b 0 865 plus a base rate if our quarterly
excess availability is greater than or equal to 50 but less than 75 or iii a 2 115 plus SOFR or b 1 115 plus a base rate otherwise The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees
The ABL Credit Facility contains customary covenants for a financing of this type and requires the Partnership in certain circumstances to comply with a minimum fixed charge coverage ratio test and contains other restrictive covenants that limit the ability of the Partnership and its subsidiaries ability to among other things incur liens engage in a consolidation merger purchase or sale of assets pay dividends incur indebtedness make advances investments and loans enter into affiliate transactions issue certain equity interests create subsidiaries and unrestricted subsidiaries and create certain restrictions on the ability to make distributions loans and asset transfers among the Partnership or its subsidiaries
Includes sales made in connection with the 45Q Transaction and the noncash consideration received which is recognized as the performance obligation associated with the CO Contract is satisfied over its term through April 2030 Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery
We have spot and term contracts with customers and the transaction prices are either fixed or based on market indices variable consideration We do not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation
As of December 31 2024 the Partnership had approximately 7 7 million of remaining performance obligations for contracts with an original expected duration of more than one year The Partnership expects to recognize 4 2 million of these performance obligations as revenue by the end of 2025 an additional 3 2 million in 2026 and the remaining balance thereafter
During the years ended December 31 2024 and 2023 the Partnership recognized revenue of 15 7 million and 46 4 million respectively that was included in the deferred revenue balances as of December 31 2023 and December 31 2022 respectively
CVR Partners had one customer who comprised 14 of net sales for the year ended December 31 2024 CVR Partners had two customers that accounted for 10 or more of net sales at approximately 13 and 12 for the year ended December 31 2023 and 16 and 14 for the year ended December 31 2022
CVR Partners issues long term cash phantom unit awards Share Based Awards in connection with and not under the CVR Partners Long Term Incentive Plan CVR Partners LTIP which represent the right to receive upon vesting a cash payment equal to i the average fair market value of one unit of CVR Partners common units calculated in accordance with the award agreement plus ii the per unit value of all distributions declared and paid on CVR Partners common units from the grant date through the vesting date subject to the terms of the applicable award agreement
The Share Based Awards are graded vesting awards which vest over three years with one third of the award vesting each year provided the grantee remains employed by the Partnership and its subsidiaries on the applicable vesting date Compensation expense is recognized ratably based on service provided to the Partnership and its subsidiaries with the amount recognized fluctuating as a result of the Share Based Awards being remeasured to fair value at the end of each reporting period due to their liability award classification
Units reflected above are phantom units awarded by the Partnership and do not include any incentive units granted by CVR Energy for which it shares in the expense As of December 31 2024 there are no outstanding awards under the CVR Partners LTIP and the outstanding Share Based Awards have only been issued in connection with not under the CVR Partners LTIP The CVR Partners LTIP expired by its terms in 2021
Unrecognized compensation expense associated with the Share Based Awards at December 31 2024 was approximately 6 6 million which is expected to be recognized over a weighted average period of 1 8 years Compensation expense recorded for the years ended December 31 2024 2023 and 2022 related to these awards was 4 6 million 6 4 million and 25 7 million respectively
As of December 31 2024 and 2023 the Partnership had a liability of 1 8 million and 1 5 million respectively for cash settled non vested Share Based Awards and associated distribution equivalent rights and for the years ended December 31 2024 2023 and 2022 paid 3 3 million 12 6 million and 17 7 million respectively to settle Share Based Awards upon vesting
CVR Energy grants awards of incentive units and dividend equivalent rights to certain of its officers and employees and those of its subsidiaries including officers of the Partnership s subsidiaries who provide shared services for CVR Energy and its subsidiaries Costs related to these incentive unit awards are allocated to the Partnership based on time spent on Partnership business Total compensation expense allocated to the Partnership for the years ended December 31 2024 2023 and 2022 related to the incentive units was 1 4 million 3 4 million and 5 3 million respectively
The Partnership had no separate liabilities related to these incentive unit awards as of December 31 2024 and 2023 as the allocation of compensation expense for incentive unit awards is part of the amount charged to the Partnership under the Corporate Master Service Agreement Corporate MSA For the years ended December 31 2024 2023 and 2022 the Partnership had no reimbursements related to its allocated portion of CVR Energy s incentive unit awards payments See Note 13 Related Party Transactions for further discussion of the Corporate MSA
A performance award agreement effective November 1 2017 as amended on December 22 2021 between CVR Energy and our Executive Chairman the PU Award represents our Executive Chairman s right to receive upon vesting a cash payment equal to 10 0 million if the average closing price of CVR Energy s common stock over the 30 day trading period from January 6 2025 through February 20 2025 is equal to or greater than 60 per share subject to any equitable adjustments required to account for splits dividends combinations acquisitions dispositions recapitalizations and the like The Performance Cycle as such term is defined in the PU Award ended on December 31 2024 and the measurement period thereunder will expire on February 20 2025 after which the PU Award will no longer be in effect At this time it is not probable that the condition under the PU Award will be achieved or that any amounts will be paid thereunder No
CVR Energy sponsors and administers two defined contribution 401 k plans the CVR Energy 401 k Plan and the CVR Energy 401 k Plan for Represented Employees collectively the Plans in which employees of the general partner CVR Partners and its subsidiaries may participate Participants in the Plans may elect to contribute a designated percentage of their eligible compensation in accordance with the Plans subject to statutory limits CVR Partners provides a matching contribution of 100 of the first 6 of eligible compensation contributed by participants Participants in both Plans are immediately vested in their individual contributions The Plans provide for a three year vesting schedule for the Partnership s matching contributions and contain a provision to count service with predecessor organizations The Partnership had contributions under the Plans of 2 5 million 2 4 million and 2 3 million for the years ended December 31 2024 2023 and 2022 respectively
Expenses associated with these obligations are included in Direct operating expenses exclusive of depreciation and amortization and for the years ended December 31 2024 2023 and 2022 totaled 3 9 million 3 7 million and 3 8 million respectively
CVR Partners has one operating and reportable segment Nitrogen Fertilizer The Partnership derives revenue by producing and marketing nitrogen fertilizer products within the United States which are used by farmers to improve the yield and quality of their crops The segment determination is based on the management approach reflecting the internal reporting used by the Chief Operating Decision Maker CODM the Partnership s Chief Executive Officer to evaluate performance and make strategic decisions
The CODM evaluates the performance of the Nitrogen Fertilizer Segment and decides how to allocate resources based on net income which is reported in the consolidated statement of operations The CODM uses net income to assess the income generated by the nitrogen fertilizer segment and to decide whether to reinvest profits into the Partnership or pay distributions Net income is also used to analyze performance against the budget and the Partnership s competitors
The Partnership s general partner manages the Partnership s operations and activities as specified in CVR Partners limited partnership agreement The General Partner is managed by its board of directors The partnership agreement provides that the Partnership will reimburse the General Partner for all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership including salary bonus incentive compensation and other amounts paid to any person to perform services for the Partnership or for its general partner in connection with operating the Partnership
We are party to an omnibus agreement with CVR Energy and our general partner pursuant to which we have agreed that CVR Energy will have a preferential right to acquire any assets or group of assets that do not constitute assets used in a fertilizer restricted business In determining whether to exercise any preferential right under the omnibus agreement CVR Energy will be permitted to act in its sole discretion without any fiduciary obligation to us or the unitholders whatsoever These obligations will continue so long as CVR Energy owns at least 50 of our general partner There was no activity reported under this agreement during the years ended December 31 2024 2023 and 2022
Under the Coffeyville MSA CRNF and an indirect wholly owned subsidiary of CVR Energy CVR Energy Subsidiary are party to various services including cross easements hydrogen purchase and sale raw water and facilities sharing pet coke supply feedstock and shared services and a lease The Coffeyville MSA provides for monthly payments for all goods and services supplied under the Coffeyville MSA and is in effect until terminated in writing in whole or in part by either party or until terminated automatically in the event a party falls out of common control with the other party
Under the Corporate MSA the General Partner and the Partnership and its subsidiaries as service recipients thereunder obtain certain management and other administrative and professional services from CVR Services The Corporate MSA provides for payment by each service recipient including the General Partner and the Partnership and its subsidiaries of a monthly fee for goods and services supplied thereunder subject to an annual true up as well as pass through of any direct costs incurred on behalf of a service recipient without markup Any party may terminate the Corporate MSA upon at least 90 days notice
CRNF and certain of CVR Energy s subsidiaries are parties to an environmental agreement which provides for certain indemnification and access rights in connection with environmental matters affecting CVR Energy s Coffeyville refinery and the Coffeyville Facility To the extent that liability arises from environmental contamination that is caused by the Coffeyville refinery but is also commingled with environmental contamination caused by CRNF the Coffeyville refinery may elect in its sole discretion and at its own cost and expense to perform government mandated environmental activities relating to such liability subject to certain conditions and provided that it does not waive any rights to indemnification or compensation otherwise provided for in the agreement No liability under this agreement was recorded as of December 31 2024 and 2023
CRNF entered into a lease and operating agreement with an affiliated CVR Energy subsidiary under which it leases the premises located at Phillipsburg Kansas to be utilized as a UAN terminal The initial term of the agreement will expire in May 2032 provided however CRNF may terminate the lease at any time during the initial term by providing 180 days prior written notice In addition this agreement will automatically renew for successive five year terms provided that CRNF may terminate the agreement during any renewal term with at least 180 days written notice Under the terms of this agreement CRNF will pay 1 00 per year for rent 4 00 per ton of UAN placed into the terminal and 4 00 per ton of UAN taken out of the terminal
Sales to related parties included in Net sales in our consolidated financial statements consist of a sales of feedstocks and services under the Coffeyville MSA and b CO sales to CVRP JV and its subsidiaries
Expenses from related parties included in Cost of materials and other Direct operating expenses exclusive of depreciation and amortization and Selling general and administrative expenses in our consolidated financial statements consist primarily of pet coke and hydrogen purchased under the Coffeyville MSA and management and other professional services under the Corporate MSA
The Board has a policy for the Partnership to distribute all available cash as determined by the Board in its sole discretion generated on a quarterly basis Cash distributions are made to the common unitholders of record on the applicable record date generally within 60 days after the end of each quarter Available Cash for Distribution for each quarter is determined by the Board following the end of such quarter
Distributions if any including the payment amount and timing thereof and the Board s distribution policy including the definition of Available Cash for Distribution are subject to change at the discretion of the Board The following tables present quarterly distributions paid by the Partnership to CVR Partners unitholders including amounts paid to CVR Energy during 2024 2023 and 2022 amounts presented in table below may not add to totals presented due to rounding
For the fourth quarter of 2024 the Partnership upon approval by the Board on February 18 2025 declared a distribution of 1 75 per common unit or 18 5 million which is payable March 10 2025 to unitholders of record as of March 3 2025 Of this amount CVR Energy and IEP will receive approximately 6 8 million and 0 3 million respectively with the remaining amount payable to public unitholders
The Partnership has evaluated under the direction and with the participation of the Executive Chairman Chief Executive Officer and Chief Financial Officer the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a 15 e and 15d 15 e Based upon this evaluation the Partnership s Executive Chairman Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31 2024
The Partnership s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a 15 f Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate Under the supervision and with the participation of management we conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the 2013
issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO Based on that evaluation the Partnership s Executive Chairman Chief Executive Officer Chief Financial Officer and Chief Accounting Officer have concluded that internal control over financial reporting was effective as of December 31 2024 The Partnership s independent registered public accounting firm that audited the consolidated financial statements included herein under Part II Item 8 of this Report has issued a report on the effectiveness of the Partnership s internal control over financial reporting This report can be found under Part II Item 8 of this Report
There have been no material changes in the Partnership s internal control over financial reporting required by Rule 13a 15 of the Exchange Act that occurred during the fiscal quarter ended December 31 2024 that materially affected or are reasonably likely to materially affect the Partnership s internal control over financial reporting
In February 2025 the Compensation Committee of our Board adopted and approved an amendment to the CVR Energy Inc Change in Control and Severance Plan to clarify that incentive and phantom unit awards that have the option to be settled in cash or shares units are subject to acceleration upon satisfaction of the change in control provisions defined therein Such amended plan will be filed with the Partnership s Quarterly Report on Form 10 Q for the period ending March 31 2025
During the three months ended December 31 2024 no director or officer of the General Partner adopted or terminated a Rule 10b5 1 trading arrangement or non Rule 10b5 1 trading arrangement as each term is defined in Item 408 a of Regulation S K
As a publicly traded partnership we are managed by our general partner CVR GP LLC General Partner either directly by its board of directors the Board by the General Partner s executive officers who are appointed by the Board or by our General Partner s sole member UAN Services LLC UAN Services or the GP Sole Member an indirect wholly owned subsidiary of CVR Energy Inc CVR Energy subject to the terms and conditions specified in our partnership agreement Limited partners are not entitled to directly or indirectly participate in our management or operations Neither our General Partner nor the members of its Board are elected by our unitholders and none are subject to re election on a regular basis in the future
Actions by our General Partner that are made in its individual capacity are made by the GP Sole Member and not by the Board Our partnership agreement contains various provisions which replace default fiduciary duties with more limited contractual corporate governance standards Whenever our General Partner makes a determination or takes or declines to take an action in its individual rather than representative capacity it is entitled to make such determination or to take or decline to take such action free of any fiduciary duty or obligation whatsoever to us any limited partner or assignee and it is not required to act in good faith or pursuant to any other standard imposed by our partnership agreement or under Delaware law or any other law Examples include the exercise or assignment of its call right or its registration rights its voting rights with respect to the units it owns and its determination whether or not to consent to any merger or consolidation of the Partnership Our General Partner is liable as a General Partner for all of our debts to the extent not paid from our assets except for indebtedness or other obligations that are made expressly non recourse to it Our debt instruments are non recourse to our General Partner Our General Partner therefore may cause us to incur indebtedness or other obligations that are non recourse to it
As of December 31 2024 the Board consisted of three directors affirmatively determined by the Board to be independent non employee directors Donna R Ecton Frank M Muller Jr and Peter K Shea one non management director who is a former officer of Icahn Enterprises L P IEP Jordan Bleznick as well as two directors who are executive officers of our General Partner David L Lamp our Executive Chairman and Mark A Pytosh our President and Chief Executive Officer The Board is led by its Chairman of the Board Mr Bleznick As required by our Corporate Governance Guidelines the Board oversees the business of the Partnership including its fundamental financial and business strategies and major corporate actions significant risks facing the Partnership and its risk management activities The Board also periodically evaluates its composition including the skill sets diversity leadership structure background and experience of its directors The Board believes its current structure and composition is best for the Partnership and its unitholders at this time All actions of the Board or any committee thereof require either i the affirmative vote of at least a majority of the directors or members of such committee present or ii the unanimous written consent in lieu of meeting of the directors or members of such committee The directors of our General Partner hold office until the earlier of their death resignation or removal
To promote open discussion among non management and independent directors we schedule regular executive sessions in which our non management directors meet without management participation as well as when our independent directors meet without management or any directors affiliated with IEP Our non management and independent directors met during five and nine executive sessions respectively in 2024 Ms Ecton presided over the executive sessions held by our non management and independent directors
Trustee Board of Trustees Hillsdale College Board Member American Classical Education Foundation Member Business Advisory Council Carnegie Mellon Graduate School of Industrial Administration Overseer Harvard Board of Overseers Member and President Harvard Business School Executive Council
Over 40 years of technical commercial and operational experience in the refining and chemical industries including with Western Refining Inc WNR Northern Tier Energy LP NTI and HollyFrontier Corporation
To be considered independent under the New York Stock Exchange the NYSE listing standards the Board must determine that a director has no material relationship with us other than as a director The standards specify the criteria by which the independence of directors will be determined including guidelines for directors and their immediate family members with respect to employment or affiliation with us or with our independent public accountants The Board has affirmatively
determined that each of Ms Ecton and Messrs Muller and Shea meet the independence standards established by the NYSE and the Exchange Act for membership on an audit committee and are non employee directors as defined by the rules and regulations of the NYSE the Securities and Exchange Commission the SEC and our Corporate Governance Guidelines
Our Board has five standing committees appointed by the Board the Audit Committee the Compensation Committee the Environmental Health Safety EH S Committee the Conflicts Committee and the Special Committee Any standing committee with a written charter reviews the adequacy of such charter at least annually in addition to evaluating its performance and reporting to the Board on such evaluation These charters are available free of charge on our website at www CVRPartners com or in print without charge to any unitholder requesting them by sending a written request to our Secretary at the address listed under Communications with Directors below
Reviews with management our internal auditors and independent auditors the adequacy quality and integrity of the Partnership s internal controls the fair presentation and accuracy of the Partnership s financial statements and disclosures audit reports and management s responses thereto and the Partnership s critical accounting policies and practices
Establishes procedures for and oversees handling of complaints regarding accounting internal accounting controls or auditing matters and the confidential submission of concerns regarding questionable accounting or auditing matters
Monitors and periodically reviews the Partnership s compliance with applicable laws major litigation regulatory compliance risk management insurance coverage and any policies practices or mitigation activities relating thereto
Reviews the Partnership s information technology systems and associated risks and controls relating to business continuity data privacy and cybersecurity and contingency plans in the event of a failure of such systems
Assists the Board in its oversight of the governance portions of the Partnership s Environmental Social and Governance ESG initiatives including the Partnership s governance practices and reputation Code of Ethics and Business Conduct anti bribery and anti corruption programs and of the overall risks relating to such ESG initiatives
Reviews amends modifies adopts and oversees the incentive compensation plans equity based compensation plans qualified retirement plans health and welfare plans deferred compensation plans and any other benefit plans programs or arrangements sponsored or maintained by the Partnership or its general partner
Evaluates the performance of our executive officers and in connection therewith reviews and determines or recommends to the Board the annual salary bonus equity based compensation and other compensation incentives and benefits of our executive officers other than compensation and benefits provided by one of its affiliates
Based on the reviews and discussions referred to above recommended to the Board that the Compensation Discussion and Analysis the Compensation Committee Report and other disclosures relating to the Compensation Committee be included in this Annual Report on Form 10 K
Assists the Board in its oversight of the environmental health safety and security portions of the Partnership s ESG initiatives including the Partnership s environmental health safety and security risks opportunities policies and reporting including those related to climate change and sustainability
As requested by the Board investigates reviews evaluates and acts upon any potential conflicts of interest between our general partner or its affiliates on the one hand and us or any public unitholder on the other the approvals of which if any are conclusively deemed to be fair and reasonable to the Partnership and its common unitholders
Has the sole authority to retain compensate direct oversee and terminate any counsel or other advisers including consultants attorneys independent accountants and other service providers to assist in the evaluation of conflicts matters and to approve such consultants fees and other retention terms
Approvals are conclusively deemed to be fair and reasonable to the Partnership approved by all of the Partnership s partners and not a breach by the general partner of any duties it may owe us or our unitholders
Evaluates and approves matters arising during the intervals between meetings of the Board that did not warrant convening a special meeting of the Board but should not be postponed until the next scheduled meeting of that Board
Our General Counsel will forward all appropriate communications directly to the Board or to any individual director or directors depending upon the facts and circumstances outlined in the communication Any unitholder or other interested party who is interested in contacting only the independent directors or non management directors as a group or the director who presides over the meetings of the independent directors or non management directors may also send written communications to the contact above and should state for whom the communication is intended
As of December 31 2024 the Compensation Committee was comprised of Messrs Muller and Bleznick None of the members of the Compensation Committee during 2024 have at any time been an officer or employee of the Partnership or our General Partner and none have any relationship requiring disclosure under Item 404 of Regulation S K under the Exchange Act No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company
Our Corporate Governance Guidelines as well as our Code of Ethics and Business Conduct which applies to all of our directors officers and employees and which includes additional provisions that apply to our principal executive officer principal financial officer principal accounting officer and other persons performing similar functions are available free of charge on our website at www CVRPartners com These documents are also available in print without charge to any unitholder requesting them We intend to disclose any changes in or waivers from our Code of Ethics and Business Conduct by posting such information on our website or by filing a Form 8 K with the SEC
We have adopted an Insider Trading Policy governing the purchase sale and or other dispositions of Partnership securities by the Partnership and its directors officers and employees that we believe is reasonably designed to promote compliance with insider trading laws rules and regulations and listing standards applicable to the Partnership The Partnership s Insider Trading Policy is filed as Exhibit 19 1 to this Annual Report on Form 10 K
While the Board provides high level strategy and guidance for the Partnership our day to day activities are carried out by the executive officers of our General Partner who are appointed by the Board and act within the authorities granted by the Board and our organizational documents including those of the General Partner Limited partners are not entitled to appoint the executive officers or directly or indirectly participate in our management or operations In this
we refer to the executive officers of our General Partner as our executive officers The following table sets forth the names positions ages background experience and qualifications as of February 19 2025 of the executive officers of our General Partner other than Messrs Lamp and Pytosh who are listed under The Board above
Mr Neumann has served as the Executive Vice President Chief Financial Officer and Assistant Secretary and as the Treasurer of our General Partner and in those same roles for our affiliate CVR Energy since October 2021 and February 2022 respectively Before assuming his current roles Mr Neumann served as Interim Chief Financial Officer of our General Partner from August to October 2021 and as Vice President Finance Treasurer of our General Partner from June 2020 to October 2021 and in those same roles for CVR Energy and in various other roles within our finance organization from June 2018 to June 2020 including Vice President of Financial Planning Analysis and Director of Projects Controls Mr Neumann has 15 years of experience in the refining and petrochemicals industry in the areas of finance accounting business development planning and analytics Before joining CVR Partners Mr Neumann served in various roles of increasing responsibility for several formerly publicly traded refining and marketing entities including with Andeavor formerly Tesoro Corporation Western Refining Inc and Northern Tier Energy LP Mr Neumann obtained a Bachelor of Science in Finance and Political Science and a Master of Business Administration from the University of Minnesota and is a Certified Public Accountant
Ms Buhrig has served as the Executive Vice President General Counsel and Secretary of our General Partner and in those same roles for our affiliate CVR Energy since July 2018 Prior to joining CVR Partners Ms Buhrig served as general counsel and in various other senior executive roles including compliance officer for several current and former publicly traded refining and marketing entities including with Delek US Holdings Inc Western Refining Inc and Northern Tier Energy LP Ms Buhrig has more than 25 years of legal and energy industry experience including in the areas of mergers and acquisitions corporate governance securities compliance litigation regulatory matters and human resources Ms Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctorate with honors from the University of Miami School of Law
Mr Conaway has served as the Vice President Chief Accounting Officer and Corporate Controller of our General Partner and in those same roles for our affiliate CVR Energy since August 2021 Before assuming those roles Mr Conaway served as our Director Commercial Operations Accounting since August 2020 Mr Conaway has over 25 years in finance accounting and auditing services experience Prior to joining CVR Partners Mr Conaway served as assistant controller of Patterson UTI Energy Inc from February 2019 to August 2020 and in various roles of increasing responsibility at CITGO Petroleum Corporation from August 2010 to February 2019 including as senior advisor from November 2017 to February 2019 Mr Conaway obtained a Bachelor of Business Administration with a concentration in Accounting and a Master of Business Administration from Angelo State University and is a Certified Public Accountant
The following discussion and analysis of compensation arrangements the CD A of our named executive officers defined below for 2024 should be read together with the compensation tables and related disclosures set forth below This CD A may contain forward looking statements that are based on our current plans considerations expectations and determinations regarding future compensation actions and the future compensation of our named executive officers may differ from the currently planned programs and payouts summarized in this discussion This CD A provides unitholders with an understanding of our compensation philosophy objectives policies and practices in place during 2024 as well as the factors considered by our Compensation Committee in making compensation decisions for 2024
Neither the Partnership nor our General Partner directly employ or directly compensate our named executive officers All of our named executive officers are employed by a subsidiary of CVR Energy and all of our named executive officers divide their time between working for us and working for CVR Energy and its other subsidiaries
The approximate weighted average percentages of the amount of time that the named executive officers dedicated to the management of our business in 2024 were as follows David L Lamp 10 Mark A Pytosh 60 Dane J Neumann 18 Melissa M Buhrig 20 and Jeffrey D Conaway 20 These numbers are weighted because the named executive officers may spend a different percentage of their time dedicated to our business each quarter The remainder of their time if any was spent working for CVR Energy and its other subsidiaries
Our named executive officers provide services to us under a Corporate Master Service Agreement as amended the Corporate MSA between us and certain of our subsidiaries and a subsidiary of CVR Energy and certain of its affiliates and was approved by the Conflicts Committee of the Board Under the Corporate MSA
We our General Partner and our subsidiaries as the case may be are obligated to reimburse CVR Energy for any portion of the costs that CVR Energy incurs in providing compensation and benefits payouts under performance based bonus plans and incentive and performance unit payouts to such CVR Energy executive officers and employees while they are providing services to us under the Corporate MSA some of whom serve as named executive officers of our General Partner and
We pay a monthly fee for goods and services supplied under the Corporate MSA subject to netting and an annual true up as well as pass through of any direct costs incurred by CVR Energy on behalf of the Partnership or its subsidiaries without markup
Our Compensation Committee approves compensation only for Mr Pytosh other than 40 of his base salary and annual performance based bonus and equity based incentives attributable to his service for CVR Energy and its subsidiaries which are set by the compensation committee of the board of directors of CVR Energy the CVI Compensation Committee Although our Compensation Committee generally engages in discussions with the CVI Compensation Committee regarding the performance of and compensation for our named executive officers it does not determine any part of the compensation of those named executive officers other than Mr Pytosh and has no control over and does not establish or direct the compensation policies or practices of CVR Energy Accordingly while the compensation philosophies objectives and processes described below are generally applicable to both the Partnership and CVR Energy the remainder of this CD A discusses CVR Partners compensation programs in which references to our named executive officers refer solely to Mr Pytosh except where otherwise indicated
Incentivize important business priorities such as safety reliability environmental performance and earnings growth through variable compensation earned based on the achievement of related performance goals
Maintain a compensation program whereby the named executive officers through exceptional performance and equity based incentive awards have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders
The Compensation Committee takes these main objectives into consideration when creating its compensation programs setting each element of compensation under those programs and determining the proper mix of the various compensation elements Named executive officer compensation will generally include a mix of fixed elements intended to provide stability as well as variable elements which align pay and performance incentivizing and rewarding our named executive officers in years where the Partnership achieves superior results
The Compensation Committee also considers among other factors the success and performance of the Partnership the contributions of named executive officers to such success and performance and the current economic conditions and industry environment in which the Partnership operates From time to time the Compensation Committee may utilize various tools in evaluating and establishing named executive officer compensation including their own common sense knowledge and experience as well as some or all of the following
The Compensation Committee may from time to time ask that certain members of the Board and or management provide insight into the named executive officers roles and responsibilities job performance the Partnership s performance generally and among the industry and such other information as may be requested by the Compensation Committee including recommendations relating to named executive officer compensation
The Compensation Committee may utilize market data that describes common executive pay practices and the executive pay practices of industry companies which may be supplemented with broad based compensation survey data survey data from the fertilizer energy refining and chemical industries that influence the competitive market for executive talent and or from companies comparable to the Partnership in terms of size and scale
The Compensation Committee may engage an independent outside compensation consultant periodically to provide a comprehensive analysis and recommendations regarding named executive officer compensation although a compensation consultant was not engaged in 2024
Our Compensation Committee periodically evaluates and considers risks related to our compensation policies and practices and those of CVR Energy as generally applicable to employees including our named executive officers Our Compensation Committee believes that neither our policies and practices nor the policies and practices of CVR Energy encourage excessive or unnecessary risk taking and are not reasonably likely to have a material adverse effect on us In reaching this conclusion our Compensation Committee reviewed and discussed the design features characteristics and performance metrics of our compensation programs and approval mechanisms for compensation and believes the following factors among others mitigate any potential risks associated with our and CVR Energy s compensation policies and practices
We have a Policy for the Recovery of Erroneously Awarded Compensation providing for the recovery or clawback of certain compensation awarded to our executive officers and certain elements of our compensation programs also contain claw back provisions
In setting named executive officer compensation for 2024 the Compensation Committee considered the philosophies and objectives described above utilized its members knowledge experience and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace and considered input from management including the Executive Chairman The Compensation Committee further considered the structure it utilized for 2023 compensation and because CVR Energy s compensation philosophies objectives and processes are generally aligned with ours the vote of CVR Energy s stockholders from its 2024 Annual Meeting at which CVR Energy stockholders overwhelmingly approved on an advisory basis its named executive officer compensation for 2023 including for Mr Pytosh As a result the Compensation Committee determined no material changes to such structure was appropriate at the time and elected to keep the compensation structure for 2024 compensation the same as 2023
Calculation based upon that portion of our CEO s 2024 base salary target annual performance based bonus and target long term cash phantom unit awards UAN Share Based Cash Awards determined by the Partnership Actual compensation may differ therefrom
As was the case in 2023 the three primary components of CVR Partners compensation program for 2024 included base salary an annual performance based cash bonus and an annual long term UAN Share Based Cash Award that vests ratably over three years The Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long term and current compensation
Base salaries are set at a level intended to enable CVR Partners to hire and retain executives and to enhance the executive s motivation in a highly competitive and dynamic environment Rather than establishing compensation solely on a formula driven basis base salary determinations by our Compensation Committee are made using an approach that considers several important factors including i CVR Partners financial and operational performance for the year ii the previous years compensation level for each executive iii recommendations of the Executive Chairman based on individual responsibilities and performance iv the directors own common sense knowledge experience judgment and views of the skills necessary for long term performance v whether individual base salaries reflect responsibility levels and are reasonable competitive and fair and vi each named executive officer s commitment and ability to strategically meet business challenges achieve financial results promote legal and ethical compliance lead their own business or business team for which they are responsible and diligently and effectively respond to immediate needs of the volatile industry and business environment
In February 2024 the Compensation Committee evaluated the metrics included in the CVR Partners LP and Subsidiaries 2023 Performance Based Bonus Plan FERTILIZER the 2023 UAN Plan which applies to Mr Pytosh and all eligible employees of the Partnership s subsidiaries and the Partnership s Mission and Core Values described in Management s Discussion and Analysis above and further considered the Compensation Committee s objectives of rewarding employees including named executive officers for measured performance aligning employees interests with those of its unitholders encouraging employees to focus on targeted performance and providing employees with the opportunity to earn additional compensation based on their and the Partnership s performance Based on
these considerations in February 2024 the Compensation Committee approved payout to Mr Pytosh under the 2023 UAN Plan of 506 400 approximately 100 of his respective target annual bonus based on his base salary for the Partnership
In February 2024 the Compensation Committee following consultation with our Executive Chairman established the CVR Partners LP and Subsidiaries 2024 Performance Based Bonus Plan FERTILIZER the 2024 UAN Plan which applies to Mr Pytosh and all eligible employees of the Partnership s subsidiaries and contains terms generally equivalent to the 2023 UAN Plan subject to adjustments to the reliability and operating expense measures and that align with the compensation philosophy and objectives outlined above
and following achievement thereof based upon the achievement of the Partnership under the performance measures specified below followed by an adjustment based on employees individual performance These performance measures including the threshold target and maximum performance goals for each such performance measure were determined by the Compensation Committee based on its discussions with management including the Executive Chairman and the Directors knowledge and experience and were selected with the goals of enforcing the Partnership s Mission and Core Values optimizing operations maintaining financial stability and providing a safe and environmentally responsible workplace intended to maximize CVR Partners overall performance resulting in increased unitholder value The Partnership performance measures in the 2024 UAN Plan are as follows
In February 2024 the CVI Compensation Committee approved payout to Mr Pytosh under the CVR Energy Inc and Subsidiaries 2023 Performance Based Bonus Plan CORPORATE 2023 CVI Plan of 359 300 approximately 108 of target based on base salary determined by CVR Energy Mr Pytosh s collective bonus payout including amounts determined by the Compensation Committee was 865 700
Per the 2024 UAN Plan Adjusted EBITDA Threshold means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt for the given Performance Period and board directed actions Adjusted EBITDA and the Adjusted EBITDA Threshold are non GAAP financial measures and the Adjusted EBITDA Threshold is not the equivalent of Adjusted EBITDA as reflected in this Annual Report in Part II Item 7
The Peer Group utilized in the 2024 UAN Plan for determination of achievement for return on capital employed ROCE was selected by the Compensation Committee based on discussions with the Executive Chairman and the President and Chief Executive Officer and the Directors knowledge of the fertilizer industry and was intended to include companies in the fertilizer industry with similar operations to the Partnership and those with which the Partnership competes for executive talent The Compensation Committee elected to keep the Peer Group for 2024 the same as 2023 including CF Industries Holdings Inc LSB Industries Inc Nutrien Ltd The Andersons Inc and Flotek Industries Inc other than elimination of Green Plains Partners LP as a peer due to its delisting in early 2024 the 2024 Fertilizer Peer Group
The 2024 UAN Plan includes a target bonus percentage for each participant with possible payout between 0 and 150 of target based on achievement under the measures set forth in the 2024 UAN Plan In setting Mr Pytosh s target bonus percentage for 2024 the Compensation Committee considered his bonus target for 2023 the total cash compensation to which Mr Pytosh may be eligible in 2024 the expected ratio of salary to bonus and the Compensation Committee s belief that a significant portion of its named executive officers compensation should be at risk based on individual and entity performance and elected to keep his bonus target for 2024 the same as 2023 at 135 of base salary
In February 2025 the Compensation Committee evaluated and certified to the performance metrics included in the 2024 UAN Plan and determined that the Partnership had achieved Adjusted EBITDA under the 2024 UAN Plan in excess of the
As a result in February 2025 the Compensation Committee approved payout to Mr Pytosh under the 2024 UAN Plan of 641 600 approximately 128 of his respective target annual bonus based on his base salary for the Partnership
The Compensation Committee believes long term incentive compensation is one of the most crucial elements of its compensation program because it aligns the interests of management with our unitholders and serves to both incentivize and retain executives The amount of a UAN Share Based Cash Award is made after consideration of various relevant factors including the named executives overall compensation package the compensation philosophies and objectives described above the Partnership s interest in rewarding long term performance of and in retaining its named executive officers and the ability to generate greater future value if the value of CVR Partners increases for all of its unitholders Effective December 2023 the Compensation Committee awarded Mr Pytosh a long term UAN Share Based Cash Award of 11 066 phantom units of the Partnership as part of his 2024 compensation which phantom units vest ratably over three years subject to the terms and conditions of the award agreement
The Partnership does not currently offer perquisites to its named executive officers that are not available to other employees and as a result no named executive officer had perquisites in 2024 with an aggregate value in excess of 10 000
During 2024 all of the named executive officers participated in the health and welfare benefit and retirement 401 k plans of CVR Energy which are also generally available to all other qualified salaried employees
Our Executive Chairman Mr Lamp has provisions in his employment agreements with CVR Energy that provide for severance benefits in the event of a termination of his employment under certain circumstances Additionally all of our other named executive officers are subject to a Change in Control Severance Plan the CVI Severance Plan which provides for severance benefits in the event of employment termination under certain circumstances These severance provisions are described below in Change in Control and Termination Payments
In February 2025 the CVI Compensation Committee also awarded a payout to Mr Pytosh under the CVR Energy Inc and Subsidiaries 2024 Performance Based Bonus Plan CORPORATE the 2024 CVI Plan based on CVR Energy s achievement under the 2024 CVI Plan which contains measures generally equivalent to the measures applicable under the 2024 UAN Plan of
Effective December 2023 as part of his 2024 compensation the CVI Compensation Committee awarded Mr Pytosh a long term cash incentive award of 15 921 incentive units in connection with but not under the long term incentive plan the CVR Energy LTIP of CVR Energy a CVI Share Based Cash Award and together with the UAN Share Based Cash Awards the Share Based Cash Awards which will vest in one third increments every December following the date of award subject to the terms of the award agreement
The objectives considerations process and structure utilized by the CVI Compensation Committee in setting 2024 compensation for named executive officers of CVR Energy was generally identical to the objectives considerations process and structure used by the Compensation Committee Related to 2024 the CVI Compensation Committee approved
The 2023 CVI Plan included target payouts as a percentage of base salary of 150 for Mr Lamp 135 for Mr Pytosh 120 for each of Mr Neumann and Ms Buhrig and 60 for Mr Conaway In February 2024 the CVI Compensation Committee approved payouts for Messrs Lamp Pytosh Neumann and Conaway and Ms Buhrig under the 2023 CVI Plan of 1 782 100 359 300 699 000 201 100 and 843 800 respectively
The 2024 CVI Plan including target payouts as a percentage of base salary of 150 for Mr Lamp 135 for Mr Pytosh 120 for each of Mr Neumann and Ms Buhrig and 60 for Mr Conaway contained terms and performance measures substantially similar to the 2024 UAN Plan and like the 2024 UAN Plan conditioned payout thereunder on achievement of an Adjusted EBITDA Threshold
The peer group in the 2024 CVI Plan are six publicly traded petroleum refining and marketing companies identified by the CVI Compensation Committee to be similar to CVR Energy with respect to operations and also competitive with CVR Energy for executive talent Delek US Holdings Inc HF Sinclair Corporation Marathon Petroleum Corp Par Pacific Holdings Inc PBF Energy Inc and Valero Energy Corp as well as the 2024 Fertilizer Peer Group on a weighted basis In February 2025 the CVI Compensation Committee approved payouts for Messrs Lamp Pytosh Neumann and Conaway and Ms Buhrig under the 2024 CVI Plan of 1 831 500 380 200 746 000 214 700 and 902 200 respectively
the CVI Compensation Committee granted long term CVI Share Based Cash Awards in connection with but not under the CVR Energy LTIP to Messrs Lamp Pytosh Neumann and Conaway and Ms Buhrig of 52 165 15 921 19 822 6 133 and 23 964 respectively which vest in one third increments each December following the date of award subject to the terms and conditions of the award agreement
CVR Partners has not established equity ownership requirements for its executive officers and all long term incentive UAN Share Based Cash Awards issued in connection with but not under the CVR Partners Long Term Incentive Plan CVR Partners LTIP are settled in cash The Compensation Committee believes that cash settled awards provide the executive officers with a more attractive compensation package and are less burdensome for the Partnership to administer than equity settled awards Additionally equity settled compensation in the form of Partnership common units would dilute the ownership interests of existing unit holders However the Compensation Committee may consider in the future whether long term incentive awards should include an option to settle with equity
We have a policy that prohibits our directors and named executive officers from engaging in transactions that hedge or offset or are designed to hedge or offset any decrease in the market value of CVR Partners securities by selling securities of CVR Partners short and we recommend all employees follow this practice We also strongly recommend that directors named executive officers and employees as well as persons residing in their households not trade in exchange traded or other third party options warrants puts and calls or similar instruments on CVR Partners securities hold securities of CVR Partners in margin accounts or conduct sales against the box i e selling of borrowed securities without ownership of sufficient shares to cover the sale
Per the 2024 CVI Plan Adjusted EBITDA Threshold means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt for the given performance period and board directed items and includes components from both CVR Energy s fertilizer segment CVR Partners and petroleum segment
Such incentive units were consistent with the named executive officer target awards as determined by the Compensation Committee or CVI Compensation Committee as applicable representing as a percentage of base salary 150 for Mr Lamp 200 for Mr Pytosh 120 for each of Mr Neumann and Ms Buhrig and 60 for Mr Conaway
We have a Policy for the Recovery of Erroneously Awarded Compensation applicable to executive officers that implements the incentive based compensation recovery or clawback provisions of the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the NYSE listing standards which requires recovery of incentive based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Partnership is required to prepare an accounting restatement including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period The amount required to be recovered is the excess of the amount of incentive based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure Additionally our award agreements for UAN Share Based Cash Awards and our performance based bonus plan contain provisions providing for cancellation forfeiture rescission repayment recoupment or claw back as applicable of certain compensation paid to our employees including our named executive officers under certain circumstances including in the event of i a restatement of the financial results of CVR Partners that would reduce or would have reduced the amount of any previously awarded phantom units ii a determination by the Board or the Compensation Committee that the grantee of an award has engaged in misconduct including by omission or that an event or condition has occurred which in each case would have given the Partnership or its subsidiaries the right to terminate the grantee s employment for cause iii misconduct or gross dereliction of duty resulting in a violation of law or Partnership policy that causes significant harm to the Partnership or iv other triggering events defined in the UAN Share Based Cash Award agreements and the our performance based bonus plan
The Compensation Committee of our General Partner has reviewed and discussed the CD A with management Based on this review and discussion the Compensation Committee recommended to the Board that the CD A be included in this Report
The following table sets forth the compensation for our named executive officers for the years ended December 31 2024 2023 and 2022 The compensation shown reflects not only the portion of such named executive officers compensation defined by the Compensation Committee and attributable to services performed for our business but also the portion of such named executive officers compensation defined by the CVI Compensation Committee and attributable to services performed for CVR Energy
Amounts in this column reflect the base salaries of the named executive officers and for 2022 for Mr Neumann the total base salary received including as a result of salary adjustments approved by the CVI Compensation Committee in February and October 2022
Amounts in this column include a discretionary bonus amount if any paid based on individual performance significant achievements and related factors Amounts in this column for 2023 for Messrs Neumann and Conaway and Ms Buhrig represent one time bonuses in recognition of their respective outstanding performance in connection with and the successful completion of CVR Energy s effort to transform its business by segregating its renewables business operations and assets from its other business lines
Amounts in this column reflect the aggregate grant date fair value as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation Stock Compensation Topic 718 of incentive units granted to each named executive officer during the periods specified in connection with or under the CVR Energy LTIP and additionally for Mr Pytosh phantom units granted in connection with but not under the CVR Partners LTIP
Amounts in this column reflect amounts earned under the CVR Energy performance based bonus plan for the applicable year and additionally for Mr Pytosh amounts earned under the CVR Partners performance based bonus plan for the applicable year each of which were paid in the following year
Reflects for Mr Lamp a retroactive catch up payment for the 10 day period from December 22 2021 to December 31 2021 equal to the difference between Mr Lamp s prior base salary and the base salary under his December 22 2021 Employment Agreement with the Company the 2021 Employment Agreement which expired on December 31 2024
As described in more detail in the CD A the named executive officers including Mr Pytosh are employed by a subsidiary of CVR Energy and dedicated only a portion of their time to our business in 2024 with the remainder dedicated to the business of CVR Energy and its subsidiaries
The following table outlines 2024 compensation paid or granted to the named executive officers that was attributable to their service to our business based on the approximate percentage of time that each of them dedicated thereto during 2024 10 18 and 20 for Messrs Lamp Neumann and Conaway respectively and 20 for Ms Buhrig and for Mr Pytosh the compensation determined by the Compensation Committee
The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2024 UAN Plan and the 2024 CVI Plan as well as amounts that could have been earned from long term cash phantom unit awards granted in connection with but not under the CVR Partners LTIP and from long term incentive awards granted under the CVR Energy LTIP during 2024
Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2024 UAN Plan with respect to Mr Pytosh or under the 2024 CVI Plan with respect to Messrs Lamp Pytosh Neumann and Conaway and Ms Buhrig with respect to each performance measure excluding the impact of any individual discretionary performance adjustments The performance measures for 2024 were set by the Compensation Committee and the CVI Compensation Committee as applicable as described in the Compensation Discussion and Analysis
Amounts in these columns reflect the number of and grant date fair value as calculated in accordance with Topic 718 of i a long term incentive UAN Share Based Cash Award of phantom units awarded to Mr Pytosh during 2024 as part of 2025 compensation in connection with but not under the CVR Partners LTIP and ii incentive units awarded to Messrs Lamp Pytosh Neumann and Conaway and Ms Buhrig by CVR Energy during 2024 as part of 2025 compensation under the CVR Energy LTIP
For the 2024 UAN Plan and the 2024 CVI Plan Threshold represents the minimum payout thereunder assuming the Partnership and CVR Energy as applicable have satisfied the Adjusted EBITDA Thresholds and have achieved performance under one of the EH S measures equal to the prior year performance resulting in a payout of 50 of the 8 33 measure value or 4 167 of total target payout For more information and full description of the 2024 CVI Plan and the 2024 UAN Plan see Compensation Discussion and Analysis However in certain circumstances including in the event the Adjusted EBITDA Threshold is not achieved the named executive officers may receive payout that is less than the Threshold or zero
In recent years we have not granted stock options stock appreciation rights or similar instruments with option like features to our employees We therefore i do not grant and have not granted such instruments in anticipation of the release of material nonpublic information ii we do not time and have not timed the release of material nonpublic information based on grant dates of such instruments or for the purpose of affecting the value of executive compensation and iii we do not take and have not taken material nonpublic information into account when determining the timing and terms of such instruments As options stock appreciation rights or similar instruments with option like features have not been an element of employee compensation in recent years we do not have a formal policy with respect to the timing of grants thereof and we did not grant options stock appreciation rights or similar instruments with option like features in 2024
Other than Mr Lamp none of our named executive officers have an employment agreement with CVR Energy or its subsidiaries During 2024 Mr Lamp was subject to an employment agreement which became effective on December 22 2021 the 2021 Employment Agreement and expired on December 31 2024 following the completion of its three year term Under the 2021 Employment Agreement in addition to the ability to participate in such health insurance retirement and other employee benefit plans and programs of CVR Energy in effect from time to time on the same basis as other senior executives of CVR Energy Mr Lamp was eligible to annually receive
A cash bonus with a target award equal to 150 of his annual base salary with the actual amount of such bonus received based upon individual and or CVR Energy performance criteria established by the CVI Compensation Committee for the applicable fiscal year and subject to the terms of the applicable bonus plan and
The 2021 Employment Agreement provided Mr Lamp with certain severance payments under certain circumstances in the event his employment terminated which payments are described below under Change in Control and Termination Payments and required Mr Lamp to abide by a perpetual restrictive covenant relating to non disclosure and non disparagement as well as covenants relating to non solicitation and non competition that govern during his employment and thereafter for the period severance or supplemental disability payments are paid and if no severance or supplemental disability payments are paid for six months following termination of employment
Mr Lamp was also eligible to receive an incentive payment of 10 000 000 the Incentive Payment payable if either the conditions set forth in the 2021 Employment Agreement or the separate Performance Unit Award Agreement as amended the PU Award Agreement were fulfilled as follows
The average closing price of CVR Energy s common stock is equal to or greater than 60 00 per share subject to any equitable adjustments required to account for splits dividends combinations acquisitions dispositions recapitalizations and the like
Mr Lamp s right to receive the Incentive Payment under the 2021 Employment Agreement expired along with the 2021 Employment Agreement on December 31 2024 with the condition unsatisfied and no Incentive Payment paid or to be paid thereunder The Performance Cycle under the PU Award Agreement expired on December 31 2024 and the measurement period thereunder will expire on February 20 2025 after which the PU Award Agreement will no longer be in effect At this time it is expected that the condition under the PU Award Agreement will not be achieved by the end of the measurement period and that the Incentive Payment under the PU Award Agreement will not be paid The descriptions of the 2021 Employment Agreement and the PU Award Agreement are qualified in their entirety by the text of such agreements each as referenced in previous filings with the SEC and or as exhibits to this Annual Report on Form 10 K
On December 12 2024 Mr Lamp entered into a new employment agreement with CVR Energy the 2024 Employment Agreement which became effective on January 1 2025 immediately following the scheduled expiration of the 2021 Employment Agreement on December 31 2024 The 2024 Employment Agreement has a two year term ending on December 31 2026 unless earlier terminated by CVR Energy or Mr Lamp Under the 2024 Employment Agreement in addition to the ability to participate in such health insurance retirement and other employee benefit plans and programs of CVR Energy in effect from time to time on the same basis as other senior executives of CVR Energy and subject to the terms and conditions of such plans and programs Mr Lamp is also eligible to annually receive
A cash bonus with a target award equal to 150 of his annual base salary with the actual amount of such bonus received based upon individual and or CVR Energy performance criteria established by the CVI Compensation Committee for the applicable fiscal year and subject to the terms of the applicable bonus plan and
An award under or in connection with the CVR Energy LTIP with an aggregate annual target award opportunity equal to 150 of his base salary an CEO LTIP Award and such awards are expected to vest ratably on each of the three years following the grant date subject to certain customary forfeiture and acceleration provisions and the terms of the applicable award agreement
The 2024 Employment Agreement also provides Mr Lamp with severance payments in the event his employment is terminated for any reason other than i by CVR Energy for Cause as defined the 2024 Employment Agreement or ii by Mr Lamp without Good Reason as defined in the 2024 Employment Agreement and without the provision of six months notice of termination and requires Mr Lamp to abide by a perpetual restrictive covenant relating to non disclosure and non disparagement as well as covenants relating to non solicitation and non competition that govern during his employment and thereafter for the period severance or supplemental disability payments are paid and if no severance or supplemental disability payments are paid for six months following termination of employment Such payments are described below under Change in Control and Termination Payments The description of the 2024 Employment Agreement is qualified in its entirety by the text of such agreement as referenced in previous filings with the SEC and or as an exhibit to this Annual Report on Form 10 K
The following table sets forth information concerning outstanding long term cash phantom unit awards granted in connection with but not under the CVR Partners LTIP that were held by certain of the named executive officers as well as outstanding incentive unit awards made by CVR Energy granted in connection with or under the CVR Energy LTIP and for which the Partnership will share in the expense both as of December 31 2024 This table also includes information regarding outstanding incentive unit awards made in connection with or under the CVR Energy LTIP by CVR Energy to Mr Pytosh for which the Partnership does not share in the expense All of the outstanding units reflected below are subject to accelerated vesting under certain circumstances as described in more detail in the section titled Change in Control and Termination Payments
These incentive and phantom units vest ratably in annual installments in each of the three years following the date of grant subject to the terms of the applicable award agreement Incentive Units granted on December 11 2024 were granted under the CVR Energy LTIP All other Incentive Units and the Phantom Units reflected in this table including but not limited to the Phantom Units granted on December 11 2024 were granted in connection with and not under the CVR Energy LTIP and CVR Partners LTIP respectively
This column represents the number of unvested units outstanding on December 31 2024 multiplied by a for incentive units issued on December 11 2024 18 74 the December 31 2024 closing price of CVR Energy common stock the CVI Closing Price b for incentive units issued on December 13 2023 20 24 equal to the CVI Closing Price plus 1 50 in accrued dividends c for incentive units issued on December 14 2022 24 74 equal to the CVI Closing Price plus 6 00 in accrued dividends d for phantom units issued on December 11 2024 75 96 equal to the December 31 2024 closing price of Partnership common units the UAN Closing Price e for phantom units issued on December 13 2023 82 65 equal to the UAN Closing Price plus 6 69 in accrued distributions and f for phantom units issued on December 14 2022 109 27 equal to the UAN Closing Price plus 33 31 in accrued distributions
The Partnership will share in a pro rated portion of the expense associated with these awards based on the percentage of time that the named executive officer dedicates to our business during the year of vesting
This table sets forth information concerning phantom units awarded by us that vested during 2024 as well as incentive unit awards made by CVR Energy that vested during 2024 for which the Partnership shared in the expense This table also includes incentive unit awards made by CVR Energy to Mr Pytosh that vested during 2024 and for which the Partnership does not share in the expense All of the phantom and incentive unit awards that vested during 2024 were granted in connection with but not under under the CVR Partners LTIP or the CVR Energy LTIP respectively
Our General Partner and its affiliates are reimbursed for expenses incurred on our behalf under the Corporate MSA Refer to Part II Item 8 Note 13 Related Party Transactions and Part III Item 13 of this Report for additional information These expenses include the costs of employee officer and director compensation and benefits properly allocable to us and all other expenses necessary or appropriate to the conduct of our business and allocable to us These expenses also include costs incurred by CVR Energy or its affiliates in rendering corporate staff and support services to us pursuant to the Corporate MSA including a pro rata portion of the compensation of CVR Energy s executive officers who provide management services to us based on the amount of time such executive officers devote to our business For the year ended December 31 2024 the total amount paid to our General Partner and its affiliates including amounts paid to CVR Energy pursuant to the Corporate MSA was approximately 17 2 million
Our partnership agreement provides that our General Partner determines which of its affiliates expenses are allocable to us and the Corporate MSA provides that CVR Energy invoice us monthly for services provided thereunder Our General Partner may dispute the costs that CVR Energy charges us under the Corporate MSA but we are not entitled to a refund of any disputed cost unless it is determined not to be a reasonable cost incurred by CVR Energy in connection with services it provided
Although Mr Lamp is no longer entitled to and will not receive these benefits because the 2021 Employment Agreement expired by its terms on December 31 2024 and is no longer in effect if Mr Lamp s employment had been terminated at any time up to and including on December 31 2024 he would have become entitled to the benefits described in the 2021 Employment Agreement as follows
Includes base salary earned but unpaid through date of termination or resignation earned but unpaid annual bonus for completed fiscal years unused accrued paid time off unreimbursed expenses accrued and vested rights or benefits under any CVR Energy sponsored employee benefit plans
Includes continuation of base salary for the lesser of i six months and ii the remainder of the term plus a pro rata annual bonus for the fiscal year of termination based on individual achievement and or performance criteria for such fiscal year and or in the case of termination due to disability payments under CVR Energy s disability plan s
Includes the value of full vesting of any unvested incentive units and accumulated dividend equivalent rights but only if such incentive units were granted more than one year prior to the date of termination of employment calculated based on the 10 day average closing price of a share of CVR Energy
Termination or resignation is considered to be in connection with a change in control if it is a Change in Control Related Termination as defined in his 2021 Employment Agreement which is a termination of employment other than for cause or a resignation for good reason in each case occurring within the 120 day period prior to the change of control and relating to such change of control For the avoidance of doubt such benefits are conditioned upon the consummation of a change in control on or prior to December 31 2025
Includes base salary earned but unpaid through date of termination or resignation earned but unpaid Annual Bonus for completed fiscal years unused accrued paid time off unreimbursed expenses accrued and vested rights or benefits under any CVR Energy sponsored employee benefit plans
A cash payment equal to a for a termination before December 31st the product of x 150 of Mr Lamp s Base Salary multiplied by y a fraction the numerator of which is the number of completed months that Mr Lamp was employed by CVR Energy for the fiscal year of termination and the denominator of which is 12 or b for a termination effective on December 31st the actual annual bonus that would have otherwise been earned for the year of such termination as determined by the CVI Compensation Committee
A cash payment equal to the value of all unvested Incentive Units underlying each CEO LTIP Award held on the date of termination based on the average closing price of a share of CVR Energy common stock for the 10 trading days immediately preceding the date of termination plus any accrued but unpaid dividend equivalent rights
A cash payment equal to 150 of Mr Lamp s Base Salary multiplied by a fraction the numerator of which is the number of completed days between the grant date of the CEO LTIP Award received by Mr Lamp immediately prior the date of termination and the date of termination and the denominator of which is three hundred sixty five 365
A cash payment equal to the product of 3 000 000 multiplied by a fraction not to exceed one x the numerator of which is the number of completed months from January 1 2025 through the date of such termination and y the denominator of which is twenty four 24
Pursuant to the 2024 Employment Agreement Resignation Notice Requirement means in the event of a resignation without Good Reason providing prior written notice to CVR Energy that is equal to the lesser of x six 6 months and y such other period as may be agreed to by the CVI Compensation Committee
As a condition to receiving these severance benefits under both the 2021 Employment Agreement and the 2024 Employment Agreement Mr Lamp must execute deliver and not revoke a general release of claims and abide by restrictive covenants relating to non solicitation and non competition during Mr Lamp s employment term and thereafter during the period he receives severance payments or supplemental disability payments as applicable or for six months following the end of the term if no severance or disability payments are payable as well as a perpetual restrictive covenant relating to non disclosure and non disparagement If any payments or distributions due to Mr Lamp would be subject to the excise tax imposed under Section 4999 of the Code then such payments or distributions will be cut back only if that reduction would be more beneficial to him on an after tax basis than if there was no reduction The meaning of all terms used but not defined in this description of these benefits to which Mr Lamp is entitled upon employment termination are as defined in the 2021 Employment Agreement or 2024 Employment Agreement as applicable and are qualified thereby in the entirety
Messrs Pytosh Neumann and Conaway and Ms Buhrig do not have employment agreements However under the CVI Severance Plan Messrs Pytosh Neumann and Conaway and Ms Buhrig are generally eligible for certain payments in the event of their involuntary termination other than for cause as defined in the CVI Severance Plan or their resignation for good reason as defined in the CVI Severance Plan in connection with a change in control as follows
The sum of any base pay earned but unpaid through the date of termination any unused accrued paid time off in accordance with the applicable paid time off policy any unreimbursed expenses in accordance with the applicable expense reimbursement policy and any accrued and vested rights or benefits under any CVR Energy sponsored employee benefits plans
The sum of a twelve 12 months of base pay and b the average of the annual bonuses actually paid during the three calendar years immediately preceding or for such shorter period of time or 100 of target bonus if applicable
Accelerated vesting as to 100 of the unvested incentive awards settled in cash and calculated based on the 20 day average closing price of a share or common unit of CVR Energy or the Partnership as applicable plus any accrued dividends or distributions as applicable declared and paid through the vest date
Payout of these amounts are subject to various conditions including the execution of a release agreement a perpetual restrictive covenant relating to non disclosure and non disparagement and covenants relating to non solicitation and non competition for a period of 12 months
Under the award agreements issued in connection with the CVR Partners LTIP as well as in connection with and under the CVR Energy LTIP each of our named executive officers are also eligible for accelerated vesting of certain unvested incentive units upon the events described below Upon such accelerated vesting the named executive officers will receive a cash payment equal to i the number of units multiplied by the average closing price of a common unit of Partnership or a common share of CVR Energy as applicable for the ten trading days preceding the acceleration date plus ii the per unit cash value of distributions and dividends declared and paid by the Partnership or CVR Energy as applicable from the grant date to and including the acceleration date These award agreements generally provide for acceleration upon certain termination events as follows
For awards issued after February 21 2022 if the phantom units or incentive units as applicable are cancelled or if such named executive officer a is terminated other than for cause or b is terminated due to death or disability then the portion of any award scheduled to vest within twelve months of such event becomes immediately vested and the remaining portion is forfeited
For awards issued before February 21 2022 if the phantom units or incentive units as applicable are cancelled or if such named executive officer a is terminated other than for cause or b is terminated due to death or disability then the portion of any award scheduled to vest in the year such event occurs shall become immediately vested and the remaining portion is forfeited
The following table reflects amounts payable to our named executive officers as a result of the hypothetical termination events outlined below assuming the triggering employment termination event took place on December 31 2024 Pursuant to the Corporate MSA we are responsible for the payment of our proportionate share of these severance benefits under the 2021 Employment Agreement or 2024 Employment Agreement as applicable the CVI Severance Plan award agreements and other benefits programs following the termination of employment of the named executive officers The actual payments to which a
For Mr Lamp the accelerated vesting value upon death disability or termination without cause or resignation for good reason in connection with a change in control represents A as defined in the 2021 Employment Agreement the number of any unvested incentive units held as of December 31 2024 that were granted more than one year prior thereto multiplied by for incentive units awarded i on December 14 2022 the average closing price for CVR Energy common stock for the 10 trading days preceding December 31 2024 or 18 25 per share the CVI 10 day Average Price plus 6 00 in accrued dividends and ii on December 13 2023 the CVI 10 day Average Price plus 1 50 in accrued dividends the LTIP Payout plus B for incentive units awarded on December 11 2024 after February 21 2022 as defined in the award agreement the number of any unvested incentive units scheduled to vest within twelve months from December 31 2024 multiplied by the CVI 10 day Average Price The accelerated vesting value upon resignation for good reason not in connection with a change in control is equal to the LTIP Payout For the avoidance of doubt as used herein the term LTIP Payout is calculated as defined in Mr Lamp s 2021 Employment Agreement
For Mr Lamp the cash severance amount upon A death disability or termination without cause or resignation for good reason not in connection with a change in control represents as defined in the 2021 Employment Agreement 6 months of Base Salary and B termination without cause or resignation for good reason in connection with a change in control represents the Incentive Payment Provided that in the case of payments upon disability the 6 months of Base Salary may in the event CVR Energy secures insurance to cover its obligations be lower Additionally in the case of a termination event on a date other than December 31
For Mr Pytosh the accelerated vesting value upon A death disability or termination without cause not in connection with a change in control represents for phantom unit awards granted by the Partnership on or after February 21 2022 pursuant to the award agreement the number of any unvested phantom units scheduled to vest within twelve months from December 31 2024 multiplied by for phantom units granted by the Partnership i on December 14 2022 the average closing price for Partnership common units for the 10 trading days preceding December 31 2024 or 74 83 per unit the UAN 10 day Average Price plus 33 31 in accrued distributions ii on December 13 2023 the UAN 10 day Average Price plus 6 69 in accrued distributions and iii on December 11 2024 the UAN 10 day Average Price and B termination without cause or resignation for good reason both in connection with a change in control represents pursuant to the CVI Severance Plan the number of all unvested phantom units outstanding on December 31 2024 multiplied by for phantom units awarded by the Partnership i on December 14 2022 the average closing price for Partnership common units for the 20 trading days preceding December 31 2024 or 76 33 per unit the UAN 20 day Average Price plus 33 31 in accrued distributions ii on December 13 2023 the UAN 20 day Average Price plus 6 69 in accrued distributions and iii on December 11 2024 the UAN 20 day Average Price
For Messrs Pytosh Neumann and Conaway and Ms Buhrig the accelerated vesting value upon A death disability or termination without cause not in connection with a change in control represents for incentive unit awards granted by CVR Energy on or after February 21 2022 pursuant to the award agreement the number of any unvested incentive units scheduled to vest within twelve months from December 31 2024 multiplied by for incentive units awarded by CVR Energy i on December 14 2022 the CVI 10 day Average Price plus 6 00 in accrued dividends ii on December 13 2023 the CVI 10 day Average Price plus 1 50 in accrued dividends and iii on December 11 2024 the CVI 10 day Average Price and B termination without cause or resignation for good reason both in connection with a change in control represents pursuant to the CVI Severance Plan the number of all unvested units outstanding on December 31 2024 multiplied by for incentive units awarded by CVR Energy a on December 14 2022 the average closing price for CVR Energy common stock for the 20 trading days preceding December 31 2024 or 18 67 per share the CVI 20 day Average Price plus 6 00 in accrued dividends b on December 13 2023 the CVI 20 day Average Price plus 1 50 in accrued dividends and c on December 11 2024 the CVI 20 day Average Price
For Messrs Pytosh Neumann and Conaway and Ms Buhrig cash severance amounts upon termination without cause or resignation for good reason both in connection with a change in control include as defined under the CVI Severance Plan a lump sum of twelve months base pay plus a sum equal to the average of the annual bonuses actually paid during the immediately preceding three full calendar years in which they served as a named executive officer
For 2024 to identify the median of the annual total compensation of all our employees as well as to determine the annual total compensation of our median employee and our Principal Executive Officers Mr Lamp our Executive Chairman and Mr Pytosh our President and Chief Executive Officer collectively PEOs we used the following methodology and made the following material assumptions adjustments and estimates
To identify the median employee from the employee population we compared the amount of annual total compensation of such employees for 2024 determined in accordance with the requirements of Item 402 c 2 x of Regulation S K which consisted of salary bonus non equity incentive plan compensation and other compensation We annualized the compensation of our full time and part time permanent employees as of December 31 2024 to adjust for the portion of the year that the employee did not work if applicable We did not make any cost of living adjustments in identifying the median employee
To identify the annual total compensation of our median employee we included the elements of such employee s compensation for 2024 determined in accordance with the requirements of Item 402 c 2 x of Regulation S K
To identify the annual total compensation of our PEOs we used the amounts reported in the Total column of our 2024 Summary Compensation Table included in this Item 11 which was calculated in accordance with the same requirements of Item 402 c 2 x of Regulation S K as adjusted to reflect the portion of such amount attributable to Mr Lamp s and Mr Pytosh s service to the Partnership of ten percent 10 and sixty percent 60 respectively and as further described in the table immediately following our 2024 Summary Compensation Table
Directors of our General Partner who are not officers employees or directors of CVR Energy or its affiliates including IEP receive compensation for their services This compensation is designed to attract and retain nationally recognized highly qualified directors to lead the Partnership and to be demonstrably fair to both the Partnership and such directors taking into consideration among other things the time commitments required for service on the Board and its committees
In October 2023 the Board considered these goals and the compensation paid to such directors for 2023 and upon recommendation of the Compensation Committee elected to keep such compensation for 2024 the same as 2023 During 2024 non employee directors received an annual director fee of 35 000 The Audit Committee chair received an additional fee of 15 000 per year while the other directors serving on the Audit Committee received an additional fee of 7 500 per year The Compensation Committee and EH S Committee chairs received an additional fee of 8 000 per year while the other directors serving on the Compensation Committee and EH S Committee received an additional fee of 5 000 per year In addition during 2024 directors eligible to be reimbursed for out of pocket expenses in connection with attending meetings of the Board and its committees and for director related education expenses up to a maximum amount of 1 500 per year Each non employee director was also eligible to receive an additional 1 500 per meeting for all meetings in excess of the following threshold
The following table sets forth the compensation earned by or paid to each non employee director of our General Partner who are not officers employees or directors of CVR Energy or its affiliates for the year ended December 31 2024
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities Unless indicated below to our knowledge the persons and entities named in the table have sole voting and sole investment power with respect to all common units beneficially owned subject to community property laws where applicable The business address for each of our beneficial owners is c o CVR Partners LP 2277 Plaza Drive Suite 500 Sugar Land Texas 77479
Beneficial ownership information is based on a the Schedule 13D A filed with the SEC on December 20 2024 the Schedule 13D A which indicates that i American Entertainment Properties Corp AEP IEP Energy Holding LLC IEP Energy Icahn Enterprises Holdings L P IEP Holdings Icahn Enterprises G P Inc IEP GP Beckton Corp Beckton and Carl C Icahn collectively the Icahn Reporting Persons have shared voting power and shared dispositive power with respect to 4 054 457 common units and ii AEP has sole voting power and sole dispositive power with respect to 162 457 common units and b the Form 4 filed by Mr Icahn IEP Energy and AEP on December 31 2024 the Form 4 which indicates that i AEP directly holds 174 192 common units and ii UAN Services directly holds 3 892 000 common units The Form 4 also indicates that UAN Services is a direct wholly owned subsidiary of CVR Services LLC CVRS which is a direct wholly owned subsidiary of CVR Energy Holdings Inc CVREH which is a direct wholly owned subsidiary of CVR Energy IEP Holdings is the sole stockholder of AEP which is the sole member of IEP Energy which together hold approximately 66 of the outstanding shares of common stock of CVR Energy Beckton is the sole stockholder of IEP GP which is the general partner of IEP Holdings Mr Icahn is the sole stockholder of Beckton which places Mr Icahn in a position indirectly to determine the investment and voting decisions made by each of IEP Energy and AEP Mr Icahn is
the indirect holder of approximately 86 of the outstanding depositary units representing limited partnership interests in IEP and IEP GP is the general partner of IEP which is the sole limited partner of IEP Holdings Each of the Icahn Reporting Persons disclaims beneficial ownership of the common units described in clause a i each of the Icahn Reporting Persons other than AEP and IEP Energy disclaims beneficial ownership of the common units described in clause a ii and each of the Icahn Reporting Persons and IEP disclaims beneficial ownership of the common units described in clauses b i and b ii except to the extent of his or its pecuniary interest therein if any The Icahn Reporting Persons other than Mr Icahn have an address of 16690 Collins Avenue PH 1 Sunny Isles Beach FL 33160 Mr Icahn has an address of c o Icahn Associates Holding LLC 16690 Collins Avenue PH 1 Sunny Isles Beach FL 33160 UAN Services CVRS CVREH and CVR Energy have an address at 2277 Plaza Drive Suite 500 Sugar Land TX 77479 The directors of CVR Energy are Dustin DeMaria Jaffrey A Firestone David L Lamp Stephen Mongillo Mark J Smith Ted Papapostolou and Julia Heidenreich Voliva
Beneficial ownership information is based on a Schedule 13G filed with the SEC on February 11 2022 which indicates that Barclays Plc and Barclays Bank Plc both with an address of 1 Churchill Place London X0 E14 5HP have sole voting power and sole dispositive power with respect to 621 054 units
CVR GP LLC a wholly owned subsidiary of UAN Services is our General Partner manages and operates CVR Partners and has a non economic general partner interest in the Partnership It has an address at 2277 Plaza Drive Suite 500 Sugar Land TX 77479
The number of common units owned by all of the directors and executive officers of our General Partner as a group reflects the sum of i the 30 593 common units owned by Mr Pytosh ii the 2 200 common units owned by Ms Buhrig iii the 1 250 common units owned by Ms Ecton iv the 3 512 common units owned by Mr Muller and v the 59 common units owned by Mr Shea
The GP Sole Member owns i 3 892 000 common units representing approximately 37 of our outstanding units which entitles it to receive distributions including 26 0 million in 2024 and ii 100 of our General Partner with its non economic general partner interest which does not entitle it to receive distributions
The Partnership its General Partner and the Partnership subsidiaries are party to or otherwise subject to certain agreements with CVR Energy and its subsidiaries We consider those agreements related party transactions The Partnership is party to the Limited Partnership Agreement the Corporate Master Service Agreement and the Omnibus Agreement Our Coffeyville Facility is party to the Coffeyville Master Service Agreement the Terminal and Operating Agreement and the Environmental Agreement Further some of these agreements were not the result of arm s length negotiations and the terms of these agreements are not necessarily at least as favorable to the parties to these agreements as terms which could have been obtained from unaffiliated third parties Refer to Part II Item 8 Note 13 Related Party Transactions of this Report for additional information related to these agreements Refer also to Part IV Item 15 of this Report for the filed agreements
Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates including IEP and CVR Energy on the one hand and us and our public unitholders on the other hand Conflicts may arise as a result of i the overlap of directors and officers between our General Partner and CVR Energy which may result in conflicting obligations by these officers and directors and ii duties of our General Partner to act for the benefit of CVR Energy and its stockholders which may conflict with our interests and the interests of our public unitholders The directors and officers of our General Partner have fiduciary duties to manage our General Partner in a manner beneficial to its sole member and the sole member s owner and the stockholders of CVR Energy its indirect parent At the same time our General Partner has a contractual duty under our partnership agreement to manage us in a manner that is in our best interests
Whenever a conflict arises between our General Partner on the one hand and the GP Sole Member or any other public unitholder on the other our General Partner will resolve that conflict Our partnership agreement contains provisions that replace default fiduciary duties with contractual corporate governance standards as set forth therein
The Board has adopted a Related Party Transaction Policy which is designed to monitor and ensure the proper review approval ratification and disclosure of related party transactions involving us This policy applies to any transaction arrangement or relationship or any series of similar or related transactions arrangements or relationships in which we are a participant and the amount involved exceeds 120 000 and in which any related party had or will have a direct or indirect material interest At the discretion of the Board a proposed related party transaction may generally be reviewed by the Board in
its entirety or by a conflicts committee meeting the definitional requirements for such a committee under our partnership agreement After appropriate review the Board or the Conflicts Committee may approve or ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy and is on terms that taken as a whole are no less favorable to us than could be obtained in an arm s length transaction with an unrelated third party unless the Board or the Conflicts Committee otherwise determines that the transaction is not in our best interests Related party transactions involving compensation will be approved by the Board in its entirety or by the Compensation Committee of the Board in lieu of the Conflicts Committee
The NYSE does not require a listed publicly traded partnership such as ours to have a majority of independent directors on the Board of our General Partner The Board consists of six directors three of whom the Board has affirmatively determined are independent in accordance with the rules of the NYSE For a discussion of the independence of the Board please see Part III Item 10
Grant Thornton has served as the Partnership s independent public registered accounting firm since August 2013 The Audit Committee has not selected the independent registered public accounting firm to conduct the audit of our books and records for the fiscal year ending December 31 2025
The charter of the Audit Committee of the Board which is available on our website at www CVRPartners com requires the Audit Committee to pre approve all audit services and non audit services other than de minimis non audit services as defined by the Sarbanes Oxley Act of 2002 to be provided by our independent registered public accounting firm The Audit Committee has a pre approval policy with respect to services that may be performed by the independent auditors The Audit Committee pre approved all fees incurred in fiscal year 2024
The following table represents fees billed and expected to be billed for professional services and other services in the following categories and amounts by Grant Thornton for the fiscal years ended December 31 2024 and 2023
Represents the aggregate fees for professional services rendered for the annual audit of the Partnership s financial statements the annual audit of the effectiveness of the Partnership s internal control over financial reporting comfort letters consents and consultations on financial accounting and reporting standards arising during the course of the audits and reviews Also includes the review of the consolidated financial statements included in the Partnership s quarterly reports on Form 10 Q
a 2 Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission the SEC are not required under the related instructions or are inapplicable and therefore have been omitted
Composite copy of the Second Amended and Restated Agreement of Limited Partnership of CVR Partners LP as amended by Amendment No 1 effective January 1 2018 incorporated by reference to Exhibit 3 2 of the Form 10 Q filed on April 26 2018
Amended and Restated Registration Rights Agreement dated as of April 13 2011 by and between CVR Partners LP and Coffeyville Resources LLC incorporated by reference to Exhibit 10 6 of the Form 8 K A filed by CVR Energy Inc on May 23 2011 Commission File No 001 33492
Indenture dated as of June 23 2021 among CVR Partners LP CVR Nitrogen Finance Corporation the Guarantors party thereto and Wilmington Trust National Association as trustee and collateral trustee incorporated by reference to Exhibit 4 1 of the Form 8 K filed on June 23 2021
Environmental Agreement dated as of October 25 2007 by and between Coffeyville Resources Refining Marketing LLC and Coffeyville Resources Nitrogen Fertilizers LLC incorporated by reference to Exhibit 10 7 of the Form 10 Q filed by CVR Energy Inc on December 6 2007 Commission File No 001 33492
Supplement to Environmental Agreement dated as of February 15 2008 by and between Coffeyville Resources Refining Marketing LLC and Coffeyville Resources Nitrogen Fertilizers LLC incorporated by reference to Exhibit 10 17 1 of the Form 10 K filed by CVR Energy Inc on March 28 2008 Commission File No 001 33492
Second Supplement to Environmental Agreement dated as of July 23 2008 by and between Coffeyville Resources Refining Marketing LLC and Coffeyville Resources Nitrogen Fertilizers LLC incorporated by reference to Exhibit 10 1 of the Form 10 Q filed by CVR Energy Inc on August 14 2008 Commission File No 001 33492
Amended and Restated Omnibus Agreement dated as of April 13 2011 among CVR Energy Inc CVR GP LLC and CVR Partners LP incorporated by reference to Exhibit 10 2 of the Form 8 K A filed by CVR Energy Inc on May 23 2011 Commission File No 001 33492
Lease and Operating Agreement dated as of May 4 2012 by and between Coffeyville Resources Terminal LLC and Coffeyville Resources Nitrogen Fertilizers LLC incorporated by reference to Exhibit 10 2 of the Form 10 Q filed on August 2 2012
Master Service Agreement among Coffeyville Resources Refining Marketing LLC and Coffeyville Resources Nitrogen Fertilizers LLC dated February 19 2020 incorporated by reference to Exhibit 10 13 of the Form 10 K filed on February 20 2020
Amendment to Master Service Agreement dated as of April 12 2022 among CVR Services LLC and the Partnership and its subsidiaries incorporated by reference to Exhibit 10 6 of the Form 10 Q filed on May 3 2022
Performance Unit Award Agreement dated as of November 1 2017 by and between CVR Energy Inc and David L Lamp incorporated by reference to Exhibit 10 22 to the Partnership s Form 10 K filed on February 23 2018 Commission File No 001 35120
Collateral Trust Agreement dated as of June 10 2016 among CVR Partners LP CVR Nitrogen Finance Corporation the Guarantors as defined therein and Wilmington Trust National Association as Trustee and Collateral Trustee incorporated by reference to Exhibit 10 1 of the Form 8 K filed on June 16 2016
Parity Lien Security Agreement dated as of June 10 2016 among CVR Partners LP CVR Nitrogen Finance Corporation the Guarantors as defined therein and Wilmington Trust National Association as Trustee and Collateral Trustee incorporated by reference to Exhibit 10 2 of the Form 8 K filed on June 16 2016
Intercreditor Agreement dated as of September 30 2016 among CVR Partners LP CVR Nitrogen LP East Dubuque Nitrogen Fertilizers LLC Coffeyville Resources Nitrogen Fertilizers LLC CVR Nitrogen Holdings LLC CVR Nitrogen Finance Corporation CVR Nitrogen GP LLC certain of their affiliates from time to time party thereto UBS AG Stamford Branch as administrative agent and collateral agent for the secured parties Wilmington Trust National Association as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto incorporated by reference to Exhibit 10 3 of the Form 8 K filed on October 6 2016
On Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers LLC and Messer LLC dated as of July 31 2020 incorporated by reference to Exhibit 10 1 of the Form 10 Q filed on August 4 2020
Amendment No 1 to On Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers LLC and Messer LLC dated as of February 21 2022 incorporated by reference to Exhibit 10 17 1 of the Form 10 K filed on February 23 2022
Collateral Trust Joinder dated as of June 23 2021 among CVR Partners LP CVR Nitrogen Finance Corporation the Guarantors party thereto and Wilmington Trust National Association as trustee and collateral trustee incorporated by reference to Exhibit 10 3 of the Form 8 K filed on June 23 2021
The Joinder Agreement Other Parity Lien Obligations dated as of June 23 2021 among Wilmington Trust National Association as an other parity obligations representative UBS AG Stamford Branch as collateral agent under the Existing ABL Facility Wilmington Trust National Association as applicable parity lien representative Wilmington Trust National Association as parity lien collateral trustee and CVR Partners LP incorporated by reference to Exhibit 10 4 of the Form 8 K filed on June 23 2021
Credit Agreement dated as of September 30 2021 among CVR Partners LP CVR Nitrogen LP East Dubuque Nitrogen Fertilizers LLC Coffeyville Resources Nitrogen Fertilizers LLC CVR Nitrogen Holdings LLC CVR Nitrogen Finance Corporation CVR Nitrogen GP LLC certain of their subsidiaries from time to time party thereto the lenders from time to time party thereto and Wells Fargo Bank National Association a national banking association as administrative agent and collateral agent incorporated by reference to Exhibit 10 1 of the Form 8 K filed on September 30 2021
Amendment No 1 to Credit Agreement dated September 26 2023 among CVR Partners LP CVR Nitrogen LP East Dubuque Nitrogen Fertilizers LLC Coffeyville Resources Nitrogen Fertilizers LLC CVR Nitrogen Holdings LLC CVR Nitrogen Finance Corporation CVR Nitrogen GP LLC certain of their subsidiaries from time to time party thereto the lenders from time to time party thereto and Wells Fargo Bank National Association a national banking association as administrative agent and collateral agent incorporated by reference to Exhibit 10 1 to the Partnership s Form 8 K filed on September 27 2023
Guaranty and Security Agreement dated as of September 30 2021 among CVR Partners LP CVR Nitrogen LP East Dubuque Nitrogen Fertilizers LLC Coffeyville Resources Nitrogen Fertilizers LLC CVR Nitrogen Holdings LLC CVR Nitrogen Finance Corporation CVR Nitrogen GP LLC certain of their subsidiaries from time to time party thereto and Wells Fargo Bank National Association a national banking association as administrative agent and collateral agent incorporated by reference to Exhibit 10 2 of the Form 8 K filed on September 30 2021
Joinder Agreement Other Parity Lien Obligations dated as of September 30 2021 among Wilmington Trust National Association WTNA as an other applicable parity obligations representative UBS AG Stamford Branch UBS as collateral agent under the existing ABL Facility WTNA as applicable parity lien representative WTNA as parity lien collateral trustee Wells Fargo as collateral agent under the ABL Credit Facility and CVR Partners on behalf of itself and its subsidiaries to that certain intercreditor agreement dated as of September 30 2016 as amended supplemented or otherwise modified to date among the Credit Parties certain of their subsidiaries from time to time party thereto UBS as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto incorporated by reference to Exhibit 10 3 of the Form 8 K filed on September 30 2021
Amendment to Performance Unit Award Agreement dated as of December 22 2021 by and between CVR Energy Inc and David L Lamp incorporated by reference to Exhibit 10 2 of the Form 8 K filed on December 27 2021
Transaction Agreement dated January 6 2023 by and among CVR Partners LP and certain of its subsidiaries CVR CapturePoint Parent LLC CapturePoint LLC and certain Investors relating to the purchase of membership interests in CVR CapturePoint LLC incorporated by reference to Exhibit 10 3 of the Form 10 Q filed on May 2 2023
Section 1350 Certification of Executive Chairman President and Chief Executive Officer Executive Vice President Chief Financial Officer Treasurer and Assistant Secretary and Vice President Chief Accounting Officer and Corporate Controller
The following financial information for CVR Partners LP s Annual Report on Form 10 K for the year ended December 31 2024 formatted in Inline XBRL Extensible Business Reporting Language includes 1 Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Comprehensive Income Loss 4 Consolidated Statement of Partners Capital 5 Consolidated Statements of Cash Flows and 6 the Notes to Consolidated Financial Statements tagged as blocks of text The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Certain portions of this exhibit have been redacted pursuant to Item 601 b 10 iv of Regulation S K The Partnership agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request
Pursuant to the rules and regulations of the SEC we may file or incorporate by reference agreements referenced as exhibits to the reports that we file with or furnish to the SEC The agreements are filed to provide investors with information regarding their respective terms The agreements are not intended to provide any other factual information about the Partnership or its business or operations In particular the assertions embodied in any representations warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits These disclosure schedules may contain information that modifies qualifies and creates exceptions to the representations warranties and covenants set forth in the agreements Moreover certain representations warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts In addition information concerning the subject matter of the representations warranties and covenants may have changed after the date of the respective agreement which subsequent information may or may not be fully reflected in the Partnership s public disclosures Accordingly investors should not rely on the representations warranties and covenants in the agreements as characterizations of the actual state of facts about the Partnership or its business or operations on the date hereof
Pursuant to the requirements of Section 13 or 15 d of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
Pursuant to the requirements of the Securities Exchange Act of 1934 this Report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

Company Name	CVR PARTNERS, LP Vist SEC web-site
Category	AGRICULTURE CHEMICALS
Trading Symbol	UAN