Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33492 CVR ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 61-1512186 (State or ot ...

CVR Energy, Inc. (NYSE:CVI) Q1 2019 Earnings Conference Call April 25, 2019 1:00 PM ET Company Participants Jay Finks - VP of Finance and Treasurer Dave Lamp - CEO Tracy Jackson - CFO Conference Call Participants Prashant Rao - Citigroup Neil Mehta - Goldman Sachs Matthew Blair - Tudor, Pickering, Holt & Company Jay Tobin - Macquarie Operator Greetings and welcome to the CVR Energy Inc's First Quarter 2019 Conference Call. At this time all participants are in a listen-only mode. A brief question-and-answer ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33492 CVR ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisd ...

Financial Data and Key Metrics Changes - Consolidated net income attributable to CVR Energy for the full year of 2018 was $289 million or $3.12 per diluted share, compared to $235 million or $2.70 per diluted share in the prior year [11] - Fourth quarter 2018 consolidated net income attributable to CVR Energy was $82 million or $0.82 per diluted share, compared to $200 million or $2.31 per diluted share in the fourth quarter of last year [11] - Adjusted EBITDA for the full year of 2018 was $825 million compared to $406 million in the previous year [11] Business Segment Data and Key Metrics Changes Petroleum Segment - Adjusted EBITDA for the Petroleum segment in Q4 2018 was $172 million, compared to $60 million in the same period of 2017 [17] - The combined total throughput for Q4 2018 was approximately 221,000 barrels per day, compared to 205,000 barrels per day in Q4 2017 [13] - Realized refining margin excluding inventory valuation impacts was $17.47 per total throughput barrel in Q4 2018, compared to $7.46 in the same quarter of 2017 [17] Fertilizer Segment - For the full year of 2018, CVR Partners reported operating income of $6 million and adjusted EBITDA of $90 million, compared to operating losses of $10 million and adjusted EBITDA of $67 million for the full year of 2017 [22] - For Q4 2018, CVR Partners reported net sales of $98 million and adjusted EBITDA of $33 million, compared to net sales of $78 million and adjusted EBITDA of $8 million for the prior year period [23][24] Market Data and Key Metrics Changes - The Group 3 crack spread averaged $18.48 per barrel in Q4 2018, compared to $19.96 in Q4 2017 [18] - The WCS differential to WTI widened by approximately $8.00 per barrel compared to Q4 2017, peaking at $50.75 under WTI in October [19] Company Strategy and Development Direction - The company aims to be a top-tier North American petroleum refining and fertilizer company, focusing on safe and reliable operations, superior financial performance, and profitable growth [28] - Strategic objectives include improving environmental health and safety, expanding crude gathering and logistics, and increasing biodiesel blending [30][31] Management's Comments on Operating Environment and Future Outlook - Management sees favorable market themes for 2019, including GDP growth, strong gasoline demand, and favorable spreads due to shale oil production [29] - The company is well-positioned for 2019 and beyond, with a focus on operational efficiency and strategic project development [30] Other Important Information - The total consolidated capital spend for the full year 2018 was $102 million, with an estimated total consolidated capital spending for 2019 to be approximately $210 million to $240 million [25][26] - The company ended the quarter with cash of approximately $668 million on a consolidated basis [26] Q&A Session Summary Question: M&A Environment - Management noted that the bid-ask spread has narrowed somewhat, and CVR Energy is looking for consolidation opportunities while streamlining operations [38] Question: Crude Sourcing and Project Optionality - Management indicated that the additional barrels gathered are primarily SCOOP and STACK barrels, which provide a margin benefit over Cushing common crude [41] Question: Ownership in UAN - Management expressed that they do not foresee increasing their ownership in UAN but recognize it as undervalued [45] Question: EBITDA from Midstream Activities - Management estimated that approximately $60 million to $75 million of EBITDA comes from traditional logistical MLPable assets [46] Question: Unrealized Hedge Gains - Management confirmed that the unrealized hedge gains of $37 million are included in the refining margins and EBITDA [47]

PART I [Business](index=9&type=section&id=Item%201.%20Business) CVR Energy is a holding company primarily engaged in petroleum refining and nitrogen fertilizer manufacturing, subject to extensive environmental regulations like the RFS, with Icahn Enterprises L.P. owning approximately 71% of its common stock - CVR Energy is a diversified holding company primarily engaged in **petroleum refining** (via CVR Refining) and **nitrogen fertilizer manufacturing** (via CVR Partners)[44](index=44&type=chunk) - As of December 31, 2018, the company owned approximately **81% of CVR Refining** and **34% of CVR Partners**, while Icahn Enterprises L.P. and its affiliates owned about **71% of CVR Energy's outstanding common stock**[45](index=45&type=chunk) - In January 2019, the company purchased all remaining publicly held common units of CVR Refining, leading to its delisting from the NYSE[46](index=46&type=chunk) [Petroleum Segment](index=10&type=section&id=Petroleum%20Segment) The Petroleum Segment operates two refineries with a combined capacity of 206,500 bpd, showing a slight decrease in 2018 throughput, and strategically shifted towards regional and lighter crude sourcing Refinery Throughput (bpd) | Throughput (bpd) | 2018 | 2017 | | :--- | :--- | :--- | | **Total Crude Throughput** | 199,158 | 204,749 | | **All Other Feedstock & Blendstock** | 13,437 | 13,432 | | **Total Throughput** | 212,595 | 218,181 | Refinery Production (bpd) | Production (bpd) | 2018 | 2017 | | :--- | :--- | :--- | | **Gasoline** | 107,382 | 111,089 | | **Diesel Fuels** | 89,749 | 90,409 | | **Other Refined Products** | 14,993 | 16,818 | | **Total Production** | 212,124 | 218,316 | - In 2018, the segment shifted its crude slate towards more regional and lighter crudes, with **regional crudes increasing from 31% to 43%** of total throughput and **WTI decreasing from 49% to 35%**[76](index=76&type=chunk)[77](index=77&type=chunk) - The segment's gathering system supplied approximately **40% of the Coffeyville refinery's** and **89% of the Wynnewood refinery's crude oil demand** in 2018[68](index=68&type=chunk) [Nitrogen Fertilizer Segment](index=16&type=section&id=Nitrogen%20Fertilizer%20Segment) The Nitrogen Fertilizer Segment operates two facilities, one using pet coke gasification and the other natural gas, primarily producing UAN and ammonia, which accounted for **72% and 20% of 2018 net sales**, respectively - The Coffeyville facility is the only nitrogen fertilizer plant in North America using a **pet coke gasification process**, sourcing its largest raw material from the adjacent Coffeyville Refinery and third parties[87](index=87&type=chunk) - The East Dubuque facility uses **natural gas as its primary feedstock**, resulting in a more variable cost structure compared to the Coffeyville facility[88](index=88&type=chunk) - For the year ended December 31, 2018, **UAN and ammonia accounted for approximately 72% and 20% of the segment's net sales**, respectively[99](index=99&type=chunk) - The segment's **top five customers represented 32% of its net sales** in 2018, with the single largest customer accounting for **14%**[102](index=102&type=chunk) [Environmental, Health, and Safety Matters](index=19&type=section&id=Environmental%2C%20Health%2C%20and%20Safety%20Matters) The company's operations are subject to extensive and evolving EHS laws, including the Clean Air Act and RFS, posing significant compliance costs and potential liabilities for environmental remediation and worker safety - The company is subject to the EPA's Renewable Fuel Standard (RFS), requiring the purchase of **volatile and significant cost Renewable Identification Numbers (RINs)** on the open market as blending alone is insufficient[117](index=117&type=chunk) - The EPA regulates Greenhouse Gas (GHG) emissions under the Clean Air Act, requiring monitoring and reporting, with **potential future regulations increasing operating and capital costs**[123](index=123&type=chunk) - The company is subject to RCRA requirements for hazardous waste management and has **ongoing corrective action obligations** at the Coffeyville Refinery and the closed Phillipsburg terminal[128](index=128&type=chunk)[129](index=129&type=chunk) - The company is subject to OSHA regulations and maintains a comprehensive safety program, though a **2012 incident at the Wynnewood refinery resulted in contested OSHA citations** and placement in its Severe Violators Enforcement Program[136](index=136&type=chunk)[138](index=138&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from volatile commodity prices, intense competition, extensive environmental regulations (especially RFS), operational disruptions, indebtedness, and the substantial influence of its controlling stockholder, Mr. Carl C. Icahn - Both the petroleum and nitrogen fertilizer businesses are **highly cyclical and volatile**, with financial results heavily dependent on commodity price margins beyond the company's control[142](index=142&type=chunk)[143](index=143&type=chunk)[147](index=147&type=chunk) - Compliance with the EPA's Renewable Fuel Standard (RFS) presents a significant risk due to the volatility and high cost of purchasing RINs, with **RFS compliance expenses of $60 million, $249 million, and $206 million for 2018, 2017, and 2016**, respectively[165](index=165&type=chunk)[203](index=203&type=chunk) - The company is a holding company dependent on cash flows from its subsidiaries, CVR Refining and CVR Partners, whose ability to make distributions is subject to their earnings, debt covenants, and legal restrictions[271](index=271&type=chunk) - Mr. Carl C. Icahn indirectly controls approximately **71% of the company's voting power**, allowing him significant influence over corporate strategy and decisions, potentially conflicting with other stockholders' interests[272](index=272&type=chunk) [Unresolved Staff Comments](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no material unresolved written comments from the SEC staff received 180 days or more before the fiscal year-end - There are **no material unresolved written comments** from the SEC staff[302](index=302&type=chunk) [Properties](index=44&type=section&id=Item%202.%20Properties) The company's core properties include refineries and fertilizer plants detailed in Item 1, along with leased executive and other office spaces in Texas, Kansas, and Oklahoma - The company's primary properties are its refineries and fertilizer facilities, as described in Item 1, along with leased executive and other office spaces in Texas, Kansas, and Oklahoma[303](index=303&type=chunk) [Legal Proceedings](index=44&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in several legal and regulatory matters, including an RFS inquiry, alleged Clean Air Act violations, a property tax dispute, and lawsuits from former CVR Refining unitholders, while a business interruption claim was favorably resolved - The U.S. Attorney's office is seeking information regarding the company's RFS activities and Mr. Icahn's former role as a presidential advisor[305](index=305&type=chunk) - The DOJ and KDHE have alleged **violations of the Clean Air Act** and a 2012 Consent Decree at the Coffeyville refinery[306](index=306&type=chunk) - The company is facing **six lawsuits from former CVR Refining unitholders** alleging breach of contract related to the exercise of a call option to purchase their units[309](index=309&type=chunk) - A business interruption claim related to production issues in 2017 and early 2018 was **favorably settled for CVR Partners** in December 2018[310](index=310&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[311](index=311&type=chunk) PART II [Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=46&type=section&id=Item%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) CVR Energy's common stock is listed on the NYSE, and in August 2018, the company completed an exchange offer for CVR Refining units, resulting in Icahn Enterprises L.P. owning approximately **71% of outstanding shares** - In August 2018, CVR Energy completed an exchange offer, acquiring **21,625,106 CVR Refining common units** for **13,699,549 shares of CVR Energy common stock**[317](index=317&type=chunk) - The company did not repurchase any of its common stock during the fiscal year ended December 31, 2018[319](index=319&type=chunk) [Selected Financial Data](index=47&type=section&id=Item%206.%20Selected%20Financial%20Data) The company presents selected consolidated financial data for the five-year period ending December 31, 2018, showing **net sales of $7.124 billion** and **net income of $289 million** in 2018 Selected Financial Data (in millions, except per share data) | | 2018 | 2017 | 2016 | 2015 | 2014 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net sales (in millions)** | $7,124 | $5,988 | $4,782 | $5,433 | $9,110 | | **Net income attributable to CVR Energy stockholders (in millions)** | $289 | $235 | $25 | $170 | $174 | | **Basic and diluted earnings per share ($)** | $3.12 | $2.70 | $0.28 | $1.95 | $2.00 | | **Dividends declared per share ($)** | $2.50 | $2.00 | $2.00 | $2.00 | $5.00 | | **Total assets (in millions)** | $3,907 | $3,807 | $4,050 | $3,299 | $3,454 | | **Total long-term debt and capital lease obligations (in millions)** | $1,167 | $1,164 | $1,165 | $667 | $667 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's strategy and financial results, highlighting a significant increase in **2018 consolidated operating income to $587 million** and **cash flow from operations to $620 million**, driven by improved refining margins and reduced RFS costs Consolidated Operating Income (in millions) | | 2018 (in millions) | 2017 (in millions) | 2016 (in millions) | | :--- | :--- | :--- | :--- | | **Petroleum** | $599 | $134 | $58 | | **Nitrogen Fertilizer** | $6 | $(10) | $26 | | **Other** | $(18) | $(17) | $(14) | | **Consolidated** | $587 | $107 | $70 | - Net income attributable to CVR Energy stockholders increased by **$54 million in 2018**, primarily due to a **$479 million increase in segment operating income**, partially offset by a **$306 million increase in tax expense**[374](index=374&type=chunk) - The Petroleum Segment's refining margin per total throughput barrel increased to **$15.18 in 2018 from $9.92 in 2017**, driven by higher crack spreads, wider crude differentials, and a **$189 million reduction in RFS compliance costs**[396](index=396&type=chunk) - The Nitrogen Fertilizer Segment's net sales increased by **$20 million in 2018** due to **favorable pricing contributing $37 million**, partially offset by an **$18 million reduction from lower sales volumes**[417](index=417&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from volatile commodity prices, RINs prices, and interest rates, with the petroleum segment using intermediaries and hedging to mitigate some risks, while RINs price volatility remains a significant concern - The company's primary market risks are potential losses from adverse changes in **commodity prices, RINs prices, and interest rates**[478](index=478&type=chunk) - The Petroleum Segment uses Vitol as a crude oil purchasing intermediary to reduce risk from volatile commodity prices and employs hedging strategies to protect gross margins[480](index=480&type=chunk) - The company is exposed to significant market risk from the **price volatility of Renewable Identification Numbers (RINs)** required for RFS compliance[481](index=481&type=chunk) [Financial Statements and Supplementary Data](index=75&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2016-2018, including balance sheets, statements of operations, and cash flows, along with notes on accounting policies, debt, and segment information Consolidated Balance Sheet Highlights (in millions) | | Dec 31, 2018 (in millions) | Dec 31, 2017 (in millions) | | :--- | :--- | :--- | | **Total Current Assets** | $1,293 | $1,078 | | **Total Assets** | $3,907 | $3,807 | | **Total Current Liabilities** | $496 | $544 | | **Total Long-Term Liabilities** | $1,543 | $1,559 | | **Total CVR Stockholders' Equity** | $1,246 | $919 | | **Total Equity** | $1,868 | $1,704 | Consolidated Statement of Operations Highlights (in millions) | | 2018 (in millions) | 2017 (in millions) | 2016 (in millions) | | :--- | :--- | :--- | :--- | | **Net Sales** | $7,124 | $5,988 | $4,782 | | **Operating Income** | $587 | $107 | $70 | | **Net Income** | $411 | $217 | $9 | | **Net Income attributable to CVR Energy Stockholders** | $289 | $235 | $25 | Consolidated Statement of Cash Flows Highlights (in millions) | | 2018 (in millions) | 2017 (in millions) | 2016 (in millions) | | :--- | :--- | :--- | :--- | | **Net cash provided by operating activities** | $620 | $168 | $267 | | **Net cash used in investing activities** | $(100) | $(196) | $(201) | | **Net cash used in financing activities** | $(334) | $(226) | $(95) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=117&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles, practices, or financial statement disclosure - None reported[674](index=674&type=chunk) [Controls and Procedures](index=117&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2018, management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective, with no material changes during the fourth quarter - Management concluded that as of December 31, 2018, the company's **disclosure controls and procedures were effective** at a reasonable assurance level[675](index=675&type=chunk) - Based on the 2013 COSO framework, management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2018[676](index=676&type=chunk) [Other Information](index=117&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[677](index=677&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=118&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the definitive proxy statement for the 2019 annual meeting of stockholders - Information is incorporated by reference from the definitive proxy statement for the 2019 Annual Meeting of Stockholders[679](index=679&type=chunk) [Executive Compensation](index=118&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the definitive proxy statement for the 2019 annual meeting of stockholders - Information is incorporated by reference from the definitive proxy statement for the 2019 Annual Meeting of Stockholders[680](index=680&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=118&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information concerning security ownership and related matters is incorporated by reference from the definitive proxy statement for the 2019 annual meeting of stockholders - Information is incorporated by reference from the definitive proxy statement for the 2019 Annual Meeting of Stockholders[681](index=681&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=118&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information detailing certain relationships, related transactions, and director independence is incorporated by reference from the definitive proxy statement for the 2019 annual meeting of stockholders - Information is incorporated by reference from the definitive proxy statement for the 2019 Annual Meeting of Stockholders[682](index=682&type=chunk) [Principal Accounting Fees and Services](index=118&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the definitive proxy statement for the 2019 annual meeting of stockholders - Information is incorporated by reference from the definitive proxy statement for the 2019 Annual Meeting of Stockholders[683](index=683&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=119&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and a comprehensive index of exhibits filed with the Form 10-K, noting the omission of inapplicable financial statement schedules - This section provides an index of the financial statements (contained in Part II, Item 8) and a list of all exhibits filed with the annual report[686](index=686&type=chunk)[688](index=688&type=chunk) - All financial statement schedules have been omitted because they are not required or are inapplicable[687](index=687&type=chunk) [Form 10-K Summary](index=129&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for this item - None[714](index=714&type=chunk)