Core Viewpoint - CVR Energy reported mixed financial results for Q2 2025, with revenue exceeding analyst expectations but adjusted EPS falling short, indicating operational challenges and regulatory impacts [1][2]. Financial Performance - GAAP revenue for Q2 2025 was $1,761 million, surpassing the analyst consensus of $1,688.8 million, but down 10.5% from $1,967 million in Q2 2024 [2]. - Adjusted EPS was $(0.23), missing the expected $(0.13) and reflecting a 355.6% decline from $0.09 in Q2 2024 [2]. - The company reported a net loss attributable to shareholders of $(114) million, a significant drop from a net income of $21 million in the same quarter last year, marking a 642.9% decline [2]. - Adjusted EBITDA increased to $99 million, a 13.8% rise from $87 million in Q2 2024 [2]. Business Segments Overview - CVR Energy operates in three segments: petroleum refining, renewable fuels, and nitrogen fertilizers, with a focus on high-value transportation fuels and renewable diesel production [3][4]. - The petroleum segment faced challenges due to a planned refinery turnaround, reducing throughput and significantly impacting refining margins [5]. - The renewables segment continued to operate below breakeven, with throughput increasing but facing losses due to regulatory uncertainties [6]. - The nitrogen fertilizer segment showed stronger results, with net income rising to $39 million driven by higher prices for ammonia and UAN products [7][8]. Operational Challenges and Developments - The petroleum segment's refining margin dropped to $2.21 per barrel from $10.94 last year, impacted by a pre-tax $89 million loss related to Renewable Fuel Standard obligations [5][9]. - The renewables segment's adjusted EBITDA loss was $4 million, with throughput improving but still heavily reliant on government policies [6]. - Regulatory and compliance costs significantly affected profitability, with ongoing capital investments for environmental upgrades [9]. Leadership Changes - Dave Lamp announced his retirement as CEO, with Mark Pytosh set to take over in January 2026, and Brett Icahn appointed to the board, increasing Icahn Enterprises' influence [10]. Future Guidance - Management expects petroleum segment throughput of 200,000 to 215,000 barrels per day and ammonia utilization rates of 93% to 97% in the fertilizer segment [11]. - Cash flow concerns persist, with free cash flow turning negative by $12 million and a decline in cash position from $987 million at the end of 2024 to $596 million by June 30, 2025 [12].

Group 1 - CVR Energy has faced a challenging year due to weak refining margins and high turnaround costs, leading to the elimination of its dividend [1] - Recently, there are signs of improvement in the refining environment, which may positively impact the company's performance [1] - The stock has been under pressure but could present a favorable risk/reward profile for contrarian investors [1]

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

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

Company Performance - CVR Energy reported a quarterly loss of $0.23 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.08, and compared to earnings of $0.09 per share a year ago, indicating an earnings surprise of -187.50% [1] - The company posted revenues of $1.76 billion for the quarter ended June 2025, missing the Zacks Consensus Estimate by 7.61%, and down from $1.97 billion in the same quarter last year [2] - Over the last four quarters, CVR has surpassed consensus EPS estimates two times and topped consensus revenue estimates two times [2] Stock Outlook - CVR shares have increased approximately 55.4% since the beginning of the year, significantly outperforming the S&P 500's gain of 8.3% [3] - The current consensus EPS estimate for the upcoming quarter is $0.34 on revenues of $2.04 billion, while for the current fiscal year, the estimate is -$0.53 on revenues of $7.59 billion [7] Industry Context - The Oil and Gas - Refining and Marketing industry, to which CVR belongs, is currently ranked in the bottom 29% of over 250 Zacks industries, indicating potential challenges ahead [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact CVR's stock performance [5]

[Overall Performance and Corporate Developments](index=1&type=section&id=CVR%20Energy%20Reports%20Second%20Quarter%202025%20Results%2C%20Announces%20Leadership%20Transition%20Plans) CVR Energy reported a significant Q2 2025 net loss driven by RFS obligations and refining issues, while its nitrogen fertilizer segment performed well and leadership transition plans were announced [Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) CVR Energy reported a significant Q2 2025 net loss of **$114 million** due to RFS obligations and refining issues, despite strong nitrogen fertilizer performance and debt prepayment | Financial Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net (Loss) Income Attributable to CVR (million) | ($114) | $21 | | Diluted (Loss) Earnings per Share ($) | ($1.14) | $0.21 | | Adjusted (Loss) per Diluted Share ($) | ($0.23) | $0.09 | | EBITDA (Loss) (million) | ($24) | $103 | | Adjusted EBITDA (million) | $99 | $87 | - The refining business results were negatively impacted by an **$89 million** unfavorable mark-to-market on its Renewable Fuel Standard (RFS) obligation and reduced throughput volumes following the Coffeyville refinery turnaround[4](index=4&type=chunk) - The company prepaid **$70 million** of its Term Loan principal in June 2025 and an additional **$20 million** in July 2025[7](index=7&type=chunk)[22](index=22&type=chunk) - CVR Partners, the nitrogen fertilizer business, achieved a solid **91%** combined ammonia production rate and declared a cash distribution of **$3.89** per common unit[5](index=5&type=chunk)[7](index=7&type=chunk) [Leadership Transition and Board Changes](index=1&type=section&id=Leadership%20Transition%20and%20Board%20Changes) CVR Energy announced CEO Dave Lamp's retirement by end of 2025, with Mark A. Pytosh as successor, alongside a new board appointment - Dave Lamp will retire as President and CEO, effective **December 31, 2025**, but is expected to remain on the Board of Directors[5](index=5&type=chunk) - Mark A. Pytosh is expected to assume the role of President, CEO, and Director of CVR Energy on **January 1, 2026**, while continuing in his current roles at CVR Partners[5](index=5&type=chunk)[6](index=6&type=chunk) - Effective **August 1, 2025**, Brett Icahn was appointed as a director, increasing the Board size to **nine members**[8](index=8&type=chunk) [Segment Performance Analysis](index=3&type=section&id=Segment%20Performance%20Analysis) This section provides a detailed analysis of the financial and operational performance across the Petroleum, Renewables, and Nitrogen Fertilizer segments [Petroleum Segment](index=3&type=section&id=Petroleum%20Segment) The Petroleum Segment reported a **$137 million** net loss in Q2 2025, primarily due to RFS mark-to-market and inventory valuation impacts, despite a slight adjusted refining margin increase | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net (Loss) Income (million) | ($137) | $18 | | EBITDA (Loss) (million) | ($84) | $56 | | Adjusted EBITDA (million) | $38 | $37 | - Combined total throughput decreased to approximately **172,000 bpd** from **186,000 bpd** in Q2 2024, primarily due to processing intermediate inventories after the Coffeyville refinery turnaround[10](index=10&type=chunk) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Refining Margin (million) | $35 | $185 | | Refining Margin per barrel ($) | $2.21 | $10.94 | | Adjusted Refining Margin per barrel ($) | $9.95 | $9.81 | - The Q2 2025 refining margin included an **$89 million** unfavorable mark-to-market impact on the RFS obligation and a **$31 million** unfavorable inventory valuation impact[11](index=11&type=chunk) [Renewables Segment](index=3&type=section&id=Renewables%20Segment) The Renewables Segment maintained an **$11 million** net loss in Q2 2025, as increased throughput was offset by declining margins and the loss of the Blenders Tax Credit | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Loss (million) | ($11) | ($11) | | EBITDA Loss (million) | ($5) | ($5) | | Adjusted EBITDA Loss (million) | ($4) | ($2) | - Total vegetable oil throughput increased to approximately **155,000 gallons per day (gpd)** from **127,000 gpd** in Q2 2024[14](index=14&type=chunk) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Renewables Margin (million) | $5 | $5 | | Renewables Margin per gallon ($) | $0.38 | $0.43 | [Nitrogen Fertilizer Segment](index=3&type=section&id=Nitrogen%20Fertilizer%20Segment) The Nitrogen Fertilizer Segment showed strong Q2 2025 performance, with net income rising to **$39 million** driven by higher realized prices despite slightly lower production volumes | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Income (million) | $39 | $26 | | EBITDA (million) | $67 | $54 | | Net Sales (million) | $169 | $133 | - Production volumes decreased slightly, with ammonia production at **197,000 tons** (vs. **221,000 tons** in Q2 2024) and UAN production at **321,000 tons** (vs. **337,000 tons** in Q2 2024)[17](index=17&type=chunk)[18](index=18&type=chunk) | Product | Q2 2025 Realized Price | Q2 2024 Realized Price | YoY Change | | :--- | :--- | :--- | :--- | | Ammonia ($ per ton) | $593 | $520 | +14% | | UAN ($ per ton) | $317 | $268 | +18% | [Financial Position and Outlook](index=4&type=section&id=Financial%20Position%20and%20Outlook) This section details the company's financial position, including cash, debt, and dividend, along with the Q3 2025 operational outlook [Cash, Debt and Dividend](index=4&type=section&id=Cash%2C%20Debt%20and%20Dividend) CVR Energy's consolidated cash decreased to **$596 million** by Q2 2025, despite **$90 million** in term loan prepayments, with no Q2 cash dividend declared - Consolidated cash and cash equivalents were **$596 million** at June 30, 2025, down from **$987 million** at December 31, 2024[21](index=21&type=chunk)[45](index=45&type=chunk) - The company prepaid **$70 million** of its Term Loan in June and an additional **$20 million** in July 2025[22](index=22&type=chunk) - CVR Energy will not pay a cash dividend for the second quarter of 2025[23](index=23&type=chunk) [Q3 2025 Outlook](index=16&type=section&id=Q3%202025%20Outlook) CVR Energy projects increased Q3 2025 petroleum throughput with **92-97%** crude utilization, alongside guidance for operating expenses and capital expenditures across segments | Q3 2025 Outlook | Low | High | | :--- | :--- | :--- | | **Petroleum** | | | | Total throughput (bpd) | 200,000 | 215,000 | | Crude utilization (%) | 92% | 97% | | Direct operating expenses ($M) | $105 | $115 | | **Renewables** | | | | Total throughput (M gallons) | 16 | 20 | | Renewable utilization (%) | 70% | 85% | | Direct operating expenses ($M) | $8 | $10 | | **Nitrogen Fertilizer** | | | | Ammonia utilization rate (%) | 93% | 98% | | Direct operating expenses ($M) | $60 | $65 | | **Total Capital Expenditures ($M)** | $47 | $60 | [Consolidated Financial Statements](index=10&type=section&id=Consolidated%20Financial%20Statements) This section provides key consolidated financial statements, including the statement of operations, balance sheet, and cash flow data [Consolidated Statement of Operations](index=10&type=section&id=Consolidated%20Statement%20of%20Operations) CVR Energy reported a Q2 2025 consolidated net loss of **$90 million** on **$1.76 billion** net sales, a significant decline from the prior year's net income | (in millions, except per share) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net sales (million) | $1,761 | $1,967 | | Operating (loss) income (million) | ($103) | $27 | | Net (loss) income (million) | ($90) | $38 | | Net (loss) income attributable to CVR (million) | ($114) | $21 | | Diluted (loss) earnings per share ($) | ($1.14) | $0.21 | [Selected Consolidated Balance Sheet Data](index=10&type=section&id=Selected%20Consolidated%20Balance%20Sheet%20Data) As of June 30, 2025, the balance sheet shows **$596 million** cash, **$3.98 billion** total assets, **$1.86 billion** total debt, and **$466 million** stockholders' equity | (in millions) | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents (million) | $596 | $987 | | Total assets (million) | $3,984 | $4,263 | | Total debt and finance lease obligations (million) | $1,861 | $1,919 | | Total CVR stockholders' equity (million) | $466 | $703 | [Selected Consolidated Cash Flow Data](index=11&type=section&id=Selected%20Consolidated%20Cash%20Flow%20Data) Q2 2025 saw **$176 million** net cash used in operating activities and negative **$12 million** free cash flow, a significant decline from the prior year | (in millions) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities (million) | ($176) | $81 | | Net cash used in investing activities (million) | ($185) | ($74) | | Net cash used in financing activities (million) | ($90) | ($65) | | Free cash flow (million) | ($12) | $7 | [Non-GAAP Reconciliations](index=16&type=section&id=Non-GAAP%20Reconciliations) This section provides reconciliations of GAAP measures to non-GAAP metrics, including EBITDA, Adjusted EPS, and segment-specific adjustments [Reconciliation of Net Income to EBITDA](index=16&type=section&id=Reconciliation%20of%20Net%20Income%20to%20EBITDA) The Q2 2025 GAAP net loss of **$90 million** was reconciled to an Adjusted EBITDA of **$99 million**, primarily due to RFS liability and inventory valuation adjustments | (in millions) | Q2 2025 | | :--- | :--- | | Net (loss) income (million) | ($90) | | Interest, Tax, D&A (million) | +66 | | **EBITDA (million)** | **($24)** | | Revaluation of RFS liability (million) | +$89 | | Unrealized loss on derivatives (million) | +$2 | | Inventory valuation impacts (million) | +$32 | | **Adjusted EBITDA (million)** | **$99** | [Reconciliation of EPS to Adjusted EPS](index=17&type=section&id=Reconciliation%20of%20EPS%20to%20Adjusted%20EPS) The Q2 2025 GAAP diluted loss per share of **$1.14** was adjusted to **$0.23**, primarily due to a **$0.65** per share unfavorable RFS liability revaluation | (per share) | Q2 2025 | | :--- | :--- | | Basic and diluted (loss) earnings per share ($) | ($1.14) | | Revaluation of RFS liability ($) | +$0.65 | | Unrealized loss on derivatives ($) | +$0.02 | | Inventory valuation impacts ($) | +$0.24 | | **Adjusted (loss) earnings per share ($)** | **($0.23)** | [Segment-Specific Reconciliations](index=17&type=section&id=Segment-Specific%20Reconciliations) This section details non-GAAP reconciliations for each segment, including Petroleum's **$137 million** net loss to **$38 million** Adjusted EBITDA, and Renewables' **$11 million** net loss to **$4 million** Adjusted EBITDA loss - Petroleum Segment: Reconciled a **$137M** net loss to **$38M** in Adjusted EBITDA for Q2 2025, primarily by adding back an **$89M** RFS revaluation and a **$31M** inventory valuation impact[69](index=69&type=chunk) - Renewables Segment: Reconciled an **$11M** net loss to a **$4M** Adjusted EBITDA loss for Q2 2025, with a minor adjustment for inventory valuation[71](index=71&type=chunk) - Nitrogen Fertilizer Segment: Reconciled a **$39M** net income to **$67M** in EBITDA for Q2 2025. Adjusted EBITDA was the same as EBITDA, indicating no special adjustments for the period[73](index=73&type=chunk)

Core Points - CVR Energy reported a net loss of $114 million for Q2 2025, a significant decline from a net income of $21 million in Q2 2024, resulting in a loss per diluted share of $1.14 compared to earnings of $0.21 per share in the previous year [1][8] - The company's adjusted loss for Q2 2025 was 23 cents per diluted share, contrasting with adjusted earnings of 9 cents per diluted share in Q2 2024 [1][8] - EBITDA loss for Q2 2025 was $24 million, down from an EBITDA of $103 million in Q2 2024, while adjusted EBITDA increased to $99 million from $87 million year-over-year [1][8] Financial Performance - The Petroleum Segment experienced a net loss of $137 million and an EBITDA loss of $84 million in Q2 2025, compared to a net income of $18 million and EBITDA of $56 million in Q2 2024 [6][8] - Total throughput for Q2 2025 was approximately 172,000 barrels per day, down from 186,000 barrels per day in Q2 2024, primarily due to processing intermediate inventories [7][8] - Refining margin for Q2 2025 was $35 million, or $2.21 per total throughput barrel, a sharp decline from $185 million, or $10.94 per barrel, in the same period of 2024 [9][50] Segment Performance - The Renewables Segment reported a net loss of $11 million and an EBITDA loss of $5 million for Q2 2025, consistent with the previous year's performance [11][13] - The Nitrogen Fertilizer Segment achieved net income of $39 million and EBITDA of $67 million on net sales of $169 million for Q2 2025, compared to net income of $26 million and EBITDA of $54 million on net sales of $133 million in Q2 2024 [14][15] Leadership Changes - Mark A. Pytosh is set to assume the role of President and CEO of CVR Energy on January 1, 2026, following Dave Lamp's retirement [3][5] - Brett Icahn was appointed as a director effective August 1, 2025, increasing the Board size to nine members [5][8] Cash and Debt Management - Consolidated cash and cash equivalents decreased to $596 million as of June 30, 2025, down from $987 million at the end of 2024 [18][43] - Total debt and finance lease obligations were reported at $1.9 billion as of June 30, 2025, including $570 million held by the Nitrogen Fertilizer Segment [18][43] - The company prepaid $70 million and $20 million in principal of the Term Loan in June and July 2025, respectively, recognizing a $1 million loss on extinguishment of debt [19][20]

Group 1 - CVR Energy, Inc. plans to release its second quarter 2025 earnings results on July 30, after the close of trading on the New York Stock Exchange [1] - A teleconference call to discuss the earnings results will be held on July 31 at 1 p.m. Eastern [1] - The teleconference will be accessible via webcast and archived for 14 days [2] Group 2 - CVR Energy is a diversified holding company engaged in renewables, petroleum refining, marketing, and nitrogen fertilizer manufacturing through its interest in CVR Partners, LP [4] - The company owns 37 percent of the common units of CVR Partners, LP [4]

Company Overview - CVR Energy was founded in 2006 and has over 1,550 employees[14] - The company focuses on petroleum refining, nitrogen fertilizer manufacturing, renewable biofuels production, energy transition, and lower carbon emissions[14] - CVR Energy owns the general partner and 37% of the common units of CVR Partners, LP (NYSE: UAN)[17] Petroleum Segment - The petroleum segment has a total nameplate capacity of 206,500 bpd across two refineries[16] - The refineries achieved a 92% crude oil capacity utilization for the twelve months ended December 31, 2023[15, 32] - Approximately 20% of refined product sales were across CVR's refinery racks[36] - Approximately 33% of product sales were across Oneok and NuStar racks[36] - Approximately 47% of product sales were to the bulk market[36] - Total Estimated 2024 Petroleum Segment and Other Capex of $181 million - $202 million[75] - 2024 Turnaround Spending of $60 million - $70 million[76] Renewable Biofuels - Wynnewood renewable diesel unit (RDU) completed in April 2022 with a capacity of 100 million gallons per year[20, 66] - The company plans to retain the flexibility to return the unit to hydrocarbon processing and/or install another reactor on the diesel hydrotreater to regain lost hydrocarbon processing capacity if dictated by the margin environment and otherwise approved[68] Nitrogen Fertilizer Segment - CVR Energy owns 37% of the common units of CVR Partners, LP (NYSE: UAN)[17] - The company estimates planted corn acres to be 91 million in 2024, compared to 946 million in 2023[97] - 2024 Total Capex budget of $44 million - $48 million[113]

Financial Data and Key Metrics Changes - For the first quarter of 2025, the company reported a consolidated net loss of $105 million and a loss per share of $1.22, with EBITDA also reflecting a loss of $61 million [5][13] - Adjusted EBITDA for the quarter was $24 million, while adjusted loss per share was $0.58 [13] - The negative mark to market impact on outstanding RFS obligations was $112 million, with a favorable inventory valuation impact of $24 million [13] Business Line Data and Key Metrics Changes - In the Petroleum segment, total throughput for Q1 2025 was approximately 125,000 barrels per day, with a light product yield of 95% [5][6] - Adjusted EBITDA for the Petroleum segment was a loss of $30 million, driven by reduced throughput volumes due to planned and unplanned downtime [13] - The Renewables segment achieved an adjusted EBITDA of $3 million, an improvement from a negative $5 million in the prior year, primarily due to higher throughput volumes and increased RIN prices [11][14] - The Fertilizer segment reported an adjusted EBITDA of $53 million, supported by higher UAN sales volumes and ammonia sales prices [14] Market Data and Key Metrics Changes - Group 3 2-1-1 benchmark cracks averaged $17.65 per barrel in Q1 2025, down from $19.55 per barrel in the same period last year [6] - Average RIN prices were approximately $0.84, an increase of over 25% from the previous year [6] - Days of gasoline supply were reported to be 12% below the five-year average, while diesel supply was 17% below [19] Company Strategy and Development Direction - The company plans to ramp up refinery operations to full rates over the second quarter of 2025, with no additional turnarounds planned until 2027 [6][17] - The company is focusing on reducing debt and restoring balance sheet leverage ratios while looking for ways to improve capture and reduce costs [25] - The company is optimistic about the potential for increased jet fuel production, which is not subject to RVO, thereby reducing annual RIN obligations [21][22] Management's Comments on Operating Environment and Future Outlook - Management noted that refining market conditions began to improve in Q1 2025, driven by a heavy spring maintenance season and refinery closures [18] - The company expressed confidence in recovering strong margins post-turnaround, despite challenges faced during the Coffeyville turnaround [46][47] - Management highlighted the importance of government support for renewable businesses, indicating a cautious approach to further investments in renewables without assurance of stable credits [56] Other Important Information - The company ended Q1 2025 with a consolidated cash balance of $695 million and total liquidity of approximately $894 million [16] - Significant cash uses included $94 million for capital and turnaround spending, and $113 million for working capital, primarily associated with inventory buildup during the turnaround [16] Q&A Session Summary Question: Understanding refining macro and demand resilience - Management indicated that days of supply have shrunk, suggesting a correcting supply-demand balance, with expectations for summer demand to influence gasoline and diesel markets [28] Question: RVO and SRE implications - Management believes decoupling D4 from D6 is important and criticized the government's handling of RFS, emphasizing the need for lower RIN prices to benefit consumers [31][32][33] Question: Renewable diesel EBITDA expectations - Management noted that RIN prices and feedstock costs are favorable, but emphasized the need for clarity on PTC rules before making further investments [36][37] Question: Jet expansion at Coffeyville - Management expressed confidence in securing contracts with major airlines as existing contracts expire, indicating a positive outlook for jet fuel demand [52] Question: Insider activity at the company - Management refrained from commenting on insider activity, suggesting inquiries should be directed to the individuals involved [80]