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

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

Core Insights - CVR Energy reported third quarter 2025 earnings per diluted share of $3.72, a significant improvement compared to a loss of $1.24 per diluted share in the same period last year [1] - Adjusted earnings per diluted share for the third quarter of 2025 were 40 cents, compared to an adjusted loss of 50 cents per diluted share in the prior year [1] - The company recognized a $488 million benefit from the EPA's decision in August 2025, which positively impacted its financial results [1]

Core Insights - The third-quarter earnings season has started strongly, particularly driven by the Finance sector, which has positively influenced equity markets despite ongoing economic challenges [1] - A weak labor market has led to increased expectations for the Federal Reserve to continue lowering the benchmark lending rate throughout 2025, further boosting investor sentiment [1] Investment Opportunities - Investors are encouraged to create portfolios aimed at solid returns, with broker recommendations serving as a valuable resource due to brokers' expertise in market dynamics [2] - Notable broker-friendly stocks to monitor include Par Pacific Holdings (PARR), Cooper-Standard (CPS), Bread Financial (BFH), American Airlines (AAL), and CVR Energy (CVI) for their rising estimates and strong fundamentals [2][6] Stock Screening Methodology - A screening process has been established to identify stocks based on improved broker recommendations and upward revisions in earnings estimates over the past four weeks, incorporating the price/sales ratio as a key valuation metric [3][4] - The screening criteria include identifying the top 75 companies with net upgrades, the top 10 stocks with earnings estimate revisions, and the bottom 10% of stocks based on the price/sales ratio [4][5] Company Highlights - Par Pacific Holdings operates an integrated energy platform with a refining capacity of 219,000 barrels per day and has consistently beaten earnings estimates [5][6] - Cooper-Standard is experiencing significant earnings growth, expected to rise by 137.8% year-over-year, driven by advancements in hybrid and electric vehicle technologies [7][8] - Bread Financial benefits from data-driven marketing strategies and solid growth in Card Services, with a Zacks Rank of 3 [8][9] - American Airlines is seeing increased air travel demand and low fuel costs, projecting a 0.5% revenue increase in 2025 [9][10] - CVR Energy is focused on renewable energy and has a Zacks Rank of 3, with a commitment to reducing carbon emissions [10][11]

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

Core Insights - Carl Icahn's Icahn Enterprises portfolio is valued at $7.89 billion, with the top five holdings comprising 89.74% of total assets, indicating a highly concentrated investment strategy [1][7] Group 1: Portfolio Overview - The largest position is Icahn Enterprises (IEP), valued at $3.98 billion, representing 50.47% of the total portfolio, highlighting Icahn's alignment with shareholders [2] - CVR Energy Inc. (CVI) is the second-largest position, valued at $1.89 billion, accounting for 23.97% of the portfolio, reflecting confidence in its cash generation potential [3] - Southwest Gas Holdings (SWX) holds a value of $560 million, making up 7.11% of the portfolio, with Icahn advocating for strategic changes [4] - CVR Partners LP (UAN) is valued at $370 million, representing 4.69% of the portfolio, linked to agricultural commodity prices [5] - International Flavors & Fragrances (IFF) rounds out the top five with a value of $276 million, accounting for 3.50% of the portfolio, focusing on operational improvements [6] Group 2: Investment Strategy - The portfolio's concentration underscores Icahn's activist investment style, characterized by significant positions in companies where he believes shareholder value can be unlocked through strategic changes [7]

Monetary Policy and Economic Outlook - The U.S. Federal Reserve cut interest rates by 25 basis points for the first time this year, indicating a shift towards monetary easing and expecting two more cuts by year-end [1][9] - Despite inflation remaining above the 2% target, the increase in the unemployment rate has pressured policymakers to focus on supporting economic growth [2] - The Fed has raised its projections for economic growth this year, with expectations for higher growth next year [2] Investment Opportunities - Investors are encouraged to design their portfolios to capitalize on the improving economic scenario, with broker-adored stocks such as CVR Energy (CVI), Asbury Automotive Group (ABG), American Axle & Manufacturing Holdings (AXL), General Motors Company (GM), and Adient plc (ADNT) highlighted for potential returns [3][9] - A screening process has been developed to shortlist stocks based on improving analyst recommendations, upward estimate revisions, and low price/sales ratios [4][5] Stock Screening Criteria - The screening parameters include net upgrades in analyst ratings over the last four weeks, earnings estimate revisions, and a focus on companies with lower price/sales ratios [5][6] - Additional criteria include a current price greater than $5, an average daily volume exceeding 100,000 shares over the last 20 trading days, and a market value in the top 3000 stocks by market capitalization [6] Company Profiles - CVR Energy is involved in renewable energy and petroleum refining, committed to developing renewable biofuels [7] - Asbury Automotive Group has a diversified product mix and is leveraging its e-commerce platform, Clicklane, for growth [8][10] - American Axle is advancing in the electric drive space, enhancing its market position through collaborations [11][12] - General Motors remains the top-selling U.S. automaker, driven by strong demand for its vehicles and a robust electrification strategy [13][14] - Adient is a leading automotive seating supplier with a diverse customer base and strong market presence [14][15]

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)