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 March 31, 2023 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: 001-35120 CVR PARTNERS, LP (Exact name of registrant as specified in its charter) (State or other jurisdiction ...

CVR Partners, LP (NYSE:UAN) Q1 2023 Results Conference Call May 2, 2023 11:00 AM ET Company Participants Richard Roberts - Vice President, Financial Planning and Analysis and IR Mark Pytosh - Chief Executive Officer Dane Neumann - Chief Financial Officer Conference Call Participants Rob McGuire - Granite Research Operator Greetings, and welcome to the CVR Partners LP First Quarter 2023 Conference Call. [Operator Instructions] It is now my pleasure to introduce your host. Richard Roberts, Vice President of ...

Commodity Price Risks - The company reported a significant reliance on natural gas as the primary raw material for nitrogen-based products, with market prices being volatile and influenced by grain prices and demand fluctuations [284]. - The company faces risks related to the cyclical and highly volatile nature of nitrogen fertilizer prices, which could materially impact financial performance [35]. - The company is exposed to significant market risks due to potential changes in fertilizer product prices, which are subject to fluctuations in commodity markets [284]. - The company has commitments to purchase natural gas through various contracts, indicating a strategic approach to manage commodity price risk [283]. - The company’s future operations may be influenced by geopolitical factors, including the ongoing Russia-Ukraine conflict, which could affect commodity supply chains and pricing [26]. Financial Performance - Net sales for the year ended December 31, 2022, were $835.6 million, a 57% increase from $532.6 million in 2021 [305]. - Operating income for 2022 was $319.9 million, compared to $134.5 million in 2021, reflecting a significant improvement in profitability [305]. - Net income for 2022 reached $286.8 million, up from $78.2 million in 2021, indicating a strong recovery and growth trajectory [305]. - Basic and diluted earnings per common unit for 2022 were $27.07, compared to $7.31 in 2021, showcasing enhanced earnings performance [305]. - Net income for the year ended December 31, 2022, was $286,801,000, a significant increase from $78,155,000 in 2021 [311]. - Net cash provided by operating activities increased to $301,464,000 in 2022 from $188,725,000 in 2021, reflecting a growth of 59.7% [311]. - Total revenue for the year ended December 31, 2022, was $835,584,000, a 57% increase from $532,581,000 in 2021 [383]. Asset and Liability Management - Total assets as of December 31, 2022, were $1.1 billion, a decrease from $1.13 billion in 2021, primarily due to changes in cash and long-term debt [302]. - Total current liabilities decreased to $126.1 million in 2022 from $161.9 million in 2021, indicating improved liquidity management [302]. - Long-term debt decreased to $546.8 million in 2022 from $610.6 million in 2021, reflecting a reduction in leverage [302]. - Cash and cash equivalents as of December 31, 2022, were $86.3 million, down from $112.5 million in 2021, highlighting cash flow dynamics [302]. - The total lease liability as of December 31, 2022, was $10,905,000, with total lease payments amounting to $12,220,000 [363]. Operational Efficiency - The company’s operations are dependent on third-party suppliers, which could adversely affect business continuity and operational efficiency [35]. - The company has limited asset diversification and is dependent on significant customers, which poses risks to revenue stability [30]. - The Partnership incurred turnaround expenses of $33.4 million in 2022, compared to $2.9 million in 2021 and $0.7 million in 2020, indicating a significant increase in maintenance activities [350]. - The Partnership's total property, plant, and equipment, net was $810,994,000 as of December 31, 2022, compared to $850,462,000 in 2021, a decrease of 4.6% [329]. Regulatory and Environmental Factors - The company is subject to environmental regulations that could increase operational costs and impact profitability [35]. - No liabilities have been recognized for environmental remediation matters as of December 31, 2022, indicating no identified probable or estimable issues [342]. - The environmental agreement allows CRRM to manage certain environmental liabilities, with no recorded liabilities as of December 31, 2022 [420]. Shareholder Returns - The Partnership declared a distribution of $10.50 per common unit for the fourth quarter of 2022, totaling $111.0 million, payable on March 13, 2023 [427]. - Total quarterly distributions for 2022 reached $204.8 million, with $129.6 million paid to public unitholders and $75.2 million to CVR Energy [426]. Customer Concentration - The largest concentration of credit for any one customer was approximately 45% of the accounts receivable net balance at December 31, 2022 [324]. - Major customers accounted for 30% and 26% of net sales for the years ended December 31, 2022, and 2020, respectively [387]. Compensation and Employee Costs - Share-based compensation increased to $9,231,000 in 2022 from $5,888,000 in 2021, reflecting a 56% rise [364]. - For the year ended December 31, 2022, the total compensation expense related to phantom unit awards was approximately $25.7 million, compared to $27.0 million in 2021 and $0.6 million in 2020 [393]. - The Partnership recognized personnel costs of $8.3 million for the year ended December 31, 2022, compared to $8.1 million in 2021 and $6.6 million in 2020 [416].

CVR Partners, LP (NYSE:UAN) Q4 2022 Earnings Conference Call February 22, 2023 11:00 AM ET Company Participants Richard Roberts - Vice President, Financial Planning and Analysis and IR Mark Pytosh - Chief Executive Officer Dane Neumann - Chief Financial Officer Conference Call Participants Rob McGuire - Granite Research Operator Greetings. And welcome to the CVR Partners Fourth Quarter 2022 Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will fo ...

CVR Partners, LP (NYSE:UAN) Q3 2022 Earnings Conference Call November 1, 2022 11:00 AM ET Company Participants Richard Roberts - Vice President of Financial Planning & Analysis & Investor Relations Mark Pytosh - Chief Executive Officer Dane Neumann - Chief Financial Officer Conference Call Participants Rob McGuire - Granite Research Operator Greetings. Welcome to CVR Partners LP Third Quarter 2022 Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will f ...

PART I. Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for Q2 2022 reflect significant increases in net income and cash from operations, alongside improved liquidity and reduced debt [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2022, total assets slightly decreased to $1.119 billion, while cash and partners' capital increased, and total liabilities significantly decreased Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $156,312 | $112,516 | | Total current assets | $283,371 | $262,245 | | Total assets | $1,118,800 | $1,127,058 | | **Liabilities & Partners' Capital** | | | | Deferred revenue | $4,196 | $87,060 | | Total current liabilities | $95,797 | $161,860 | | Long-term debt, net | $546,558 | $610,642 | | Total liabilities | $657,614 | $784,860 | | Total partners' capital | $461,186 | $342,198 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The Partnership reported a significant increase in profitability for Q2 and H1 2022, with net sales and net income substantially rising year-over-year Statement of Operations Highlights (in thousands, except per unit data) | Metric | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $244,000 | $138,025 | $466,874 | $198,945 | | Operating income | $125,928 | $30,314 | $229,855 | $16,308 | | Net income (loss) | $117,582 | $7,020 | $211,243 | $(18,364) | | Basic and diluted EPS | $11.12 | $0.66 | $19.90 | $(1.72) | | Distributions declared per unit | $2.26 | $— | $7.50 | $— | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly increased to $215.6 million for H1 2022, while cash was primarily used for debt repayment and distributions Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $215,611 | $22,979 | | Net cash used in investing activities | $(13,730) | $(5,344) | | Net cash used in financing activities | $(158,085) | $(5,375) | | **Net increase in cash** | **$43,796** | **$12,260** | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail the Partnership's business, debt structure, and revenue recognition, highlighting debt redemption and significant distribution declarations - On February 22, 2022, the Partnership redeemed all outstanding 9.25% Senior Secured Notes due 2023 at par, paying the **$65 million** balance and recognizing a **$0.6 million** loss on extinguishment of debt[43](index=43&type=chunk)[47](index=47&type=chunk) Disaggregated Revenue by Product (in thousands) | Product | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Ammonia | $60,942 | $32,097 | $102,953 | $41,630 | | UAN | $159,399 | $87,585 | $319,006 | $125,647 | - For Q2 2022, the Partnership declared a distribution of **$10.05 per common unit**, totaling **$106.2 million**, payable in August 2022[64](index=64&type=chunk) - During the six months ended June 30, 2022, the Partnership repurchased **111,695 common units** for **$12.4 million** under its Unit Repurchase Program[27](index=27&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant financial improvement in H1 2022 to strong nitrogen fertilizer pricing and global supply disruptions, despite some operational downtime [Industry Factors and Market Indicators](index=19&type=section&id=Industry%20Factors%20and%20Market%20Indicators) Global events, including the Russia-Ukraine conflict and high European natural gas prices, have significantly impacted the nitrogen fertilizer market, tightening supply and raising prices - The Russia-Ukraine conflict has significantly impacted global fertilizer and agriculture markets by restricting exports from the Black Sea, tightening supply, and causing grain and fertilizer prices to rise[80](index=80&type=chunk) - The USDA estimates **89.9 million corn acres** planted in spring 2022, a **3.7% decrease** from 2021, while soybean acres increased **1.3%** to **88.3 million**[86](index=86&type=chunk) - On July 18, 2022, the ITC made a negative final injury determination regarding UAN imports from Russia and Trinidad, meaning anti-dumping and countervailing duties will not be imposed, normalizing trade flows[90](index=90&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Operating income significantly increased in Q2 and H1 2022, driven by substantially higher product pricing for ammonia and UAN, offsetting lower sales volumes and higher feedstock costs Product Pricing at Gate ($ per ton) | Product | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Ammonia | $1,183 | $404 | $1,157 | $403 | | UAN | $554 | $236 | $492 | $174 | Feedstock Costs | Feedstock | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Petroleum coke ($/ton) | $49.91 | $36.69 | $53.06 | $39.73 | | Natural gas ($/MMBtu) | $7.34 | $3.04 | $6.48 | $3.07 | - Consolidated ammonia utilization decreased to **89%** in Q2 2022 from **99%** in Q2 2021, primarily due to unplanned downtime at both facilities[97](index=97&type=chunk)[98](index=98&type=chunk) - For H1 2022, net sales increased by **$268.0 million**, primarily due to a **$262.3 million** positive impact from favorable pricing, partially offset by a **$7.6 million** negative impact from lower sales volumes[113](index=113&type=chunk) [Non-GAAP Reconciliations](index=27&type=section&id=Non-GAAP%20Reconciliations) The company utilizes non-GAAP measures like EBITDA and Available Cash for Distribution, both showing significant increases for Q2 and H1 2022 Reconciliation of Net Income to EBITDA (in thousands) | Metric | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $117,582 | $7,020 | $211,243 | $(18,364) | | Interest expense, net | $8,308 | $23,334 | $18,343 | $39,251 | | Depreciation & amortization | $21,220 | $21,119 | $40,686 | $35,242 | | **EBITDA** | **$147,229** | **$51,473** | **$270,649** | **$56,148** | - Available Cash for Distribution for the second quarter of 2022 was determined to be **$106.2 million**, leading to a declared distribution of **$10.05 per common unit**[135](index=135&type=chunk)[136](index=136&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2022, total liquidity stood at $191.3 million, bolstered by debt redemption and projected capital expenditures for facility turnarounds - Total liquidity as of June 30, 2022 was **$191.3 million**, including **$156.3 million** in cash and **$35.0 million** available under the ABL Credit Facility[143](index=143&type=chunk) - The company redeemed the remaining **$65 million** of its 2023 Notes in February 2022, which will save approximately **$6 million** in annual cash interest expense[141](index=141&type=chunk) - Total capital expenditures for 2022 are estimated to be between **$44 million** and **$47 million**, with planned turnarounds at Coffeyville and East Dubuque facilities scheduled for July/August 2022 costing **$12-$15 million** and **$19-$21 million**, respectively[147](index=147&type=chunk)[148](index=148&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risks were reported as of June 30, 2022, compared to those disclosed in the 2021 Annual Report on Form 10-K - There have been no material changes to market risks as of and for the three and six months ended June 30, 2022, compared to those discussed in the 2021 Form 10-K[159](index=159&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2022, with no material changes in internal control over financial reporting - Management concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2022[160](index=160&type=chunk) - No material changes in internal controls over financial reporting occurred during the fiscal quarter ended June 30, 2022[161](index=161&type=chunk) PART II. Other Information [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 11 for legal proceedings, indicating no material changes in commitments or contingencies and no expected material financial impact - For information on legal proceedings, the report refers to Note 11 ("Commitments and Contingencies")[163](index=163&type=chunk) - Note 11 indicates no material changes in commitments and contingencies and no expected material impact from ongoing proceedings[55](index=55&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) No material changes from previously disclosed risk factors were reported, though the Russia-Ukraine conflict could potentially affect them - There have been no material changes from the risk factors previously disclosed in the 2021 Form 10-K, although they could be affected by the Russia-Ukraine conflict[165](index=165&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No other information is reported for this period - None[166](index=166&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including required certifications by executive officers and Inline XBRL financial data - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 31.3, 31.4, 32.1) and financial statements in Inline XBRL format (101, 104)[168](index=168&type=chunk)

CVR Partners LP (NYSE:UAN) Q2 2022 Earnings Conference Call August 2, 2022 11:00 AM ET Company Participants Richard Roberts - IR Officer Mark Pytosh - CEO, President & Director Dane Neumann - EVP, CFO & Treasurer Conference Call Participants Rob McGuire - Granite Research Operator Greetings, and welcome to the CVR Partners, LP Second Quarter 2022 Conference Call. [Operator Instructions]. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Richard ...

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 March 31, 2022 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: 001-35120 CVR PARTNERS, LP (Exact name of registrant as specified in its charter) (State or other jurisdiction ...

Financial Data and Key Metrics Changes - In Q1 2022, the company reported net sales of $223 million, net income of $94 million, and EBITDA of $123 million, a significant increase from net sales of $61 million and an operating loss of $14 million in Q1 2021 [7][14] - Net income per common unit for Q1 2022 was $8.78, compared to a net loss of $2.37 per common unit in the prior year [15] - Direct operating expenses increased to $60 million in Q1 2022 from $37 million in the prior year, primarily due to higher electricity and natural gas costs [16] Business Line Data and Key Metrics Changes - The company produced approximately 187,000 gross tons of ammonia in Q1 2022, with 52,000 net tons available for sale, compared to 188,000 gross tons and 70,000 net tons in the prior year [9] - UAN production increased to 317,000 tons in Q1 2022 from 272,000 tons in the prior year [9] - Sales volumes for UAN and ammonia were higher, with UAN sold at an average price of $496 per ton and ammonia at $1,055 per ton, reflecting year-over-year price increases of 212% for UAN and 252% for ammonia [10][11] Market Data and Key Metrics Changes - Fertilizer inventory levels remain tight across the US and globally, exacerbated by the ongoing conflict in Ukraine, which has caused supply concerns in the fertilizer and grain markets [11] - The company expects strong demand for UAN and ammonia due to tight supply conditions and high grain prices, with corn prices at $8, soybeans at $16.50, and wheat at $10.50 [27] Company Strategy and Development Direction - The company plans to focus on maximizing cash flow generation by safely operating its plants, managing costs prudently, and targeting select investments in reliability projects and incremental production capacity increases [33] - The company is evaluating brownfield development projects that could increase capacity within its existing footprint [32] - The management is also progressing on monetizing the 45Q tax credits for the Coffeyville facility, expecting to complete a transaction in the coming months [31] Management's Comments on Operating Environment and Future Outlook - Management indicated that the ongoing conflict in Ukraine and natural gas shortages in Europe are likely to persist, affecting nitrogen fertilizer production and supply conditions [25][26] - The company does not expect supply conditions to improve materially until 2023, with a focus on maintaining strong pricing dynamics in the medium term [28][52] - Management expressed optimism about pricing dynamics for the second half of 2022 and into 2023, supported by strong demand and tight supply conditions [12][30] Other Important Information - The company completed a targeted debt pay down by retiring the remaining $65 million of the 2023 Senior Notes, reducing annual debt service costs by approximately $26 million [20][32] - The Board of Directors declared a distribution of $2.26 per common unit for Q1 2022, reflecting the company's strong cash generation [21] Q&A Session Summary Question: Expectations for volumes in Q2 - Management indicated it is too early to call volumes for Q2, but typically, if less ammonia is applied, demand for UAN and urea may increase [36] Question: Booking for Q3 - Management is in price discussions for Q3 but has not booked significant volumes yet [37] Question: Potential M&A opportunities - Management stated that all options are on the table for potential M&A, but they are focused on returns and will not chase assets that do not meet their return criteria [39] Question: 45Q tax credits cash flows - Management confirmed there will be both an upfront payment and ongoing payments from the 45Q credits, providing two cash streams [44] Question: Inventory levels and production issues - Management explained that production issues contributed to low inventory levels, but they have sufficient ammonia for spring planting [45][48] Question: Long-term supply and demand changes - Management discussed the ongoing energy and grain market issues, indicating it may take two to three years to reach a new equilibrium in supply and demand dynamics [52]

PART I [Business](index=6&type=section&id=Item%201.%20Business) CVR Partners produces nitrogen fertilizers at two US facilities, one using pet coke and the other natural gas, focusing on environmental initiatives - CVR Partners operates two nitrogen fertilizer facilities: the Coffeyville Facility, which uses a unique pet coke gasification process, and the East Dubuque Facility, which uses natural gas[34](index=34&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - The company's primary products are ammonia and urea ammonium nitrate (UAN), sold wholesale in the United States, mainly for agricultural use in corn and wheat farming[34](index=34&type=chunk) - The company is pursuing environmental initiatives, including nitrous oxide abatement and CO2 sequestration, and believes its CO2 sequestration process will qualify for Section 45Q tax credits starting in **2022**[64](index=64&type=chunk) - As of December 31, 2021, the Partnership had **296 employees**, with **93** covered by collective bargaining agreements. It also relies on services from employees of its parent company, CVR Energy[75](index=75&type=chunk)[76](index=76&type=chunk) - For the year ended December 31, 2021, the company's largest customer accounted for **13% of its net sales**[52](index=52&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The Partnership faces significant business, operational, financial, structural, and tax risks, including volatile prices and related-party dependencies - The business is exposed to cyclical and volatile nitrogen fertilizer prices, which are influenced by global supply and demand, weather, and governmental policies[84](index=84&type=chunk) - The Coffeyville Facility's profitability is highly dependent on the price and availability of pet coke from CVR Energy's refinery. In **2021**, only **43%** of its pet coke was supplied by the refinery, down from historical averages[93](index=93&type=chunk) - The company has significant indebtedness, which could limit its financial flexibility, and is subject to restrictive covenants in its debt agreements[120](index=120&type=chunk)[121](index=121&type=chunk) - Carl C. Icahn exerts significant influence through his controlling ownership of CVR Energy, which owns the Partnership's general partner. His interests may conflict with those of public unitholders[124](index=124&type=chunk)[125](index=125&type=chunk) - A primary tax risk is the possibility of being treated as a corporation for U.S. federal income tax purposes if the "qualifying income" requirement is not met, which would substantially reduce cash available for distribution[139](index=139&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[157](index=157&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties) Information on primary manufacturing facilities is in Item 1; executive and marketing offices are leased by CVR Energy - Information on the company's primary manufacturing facilities is located in Item 1 of the report. Executive and marketing offices are leased by the parent company, CVR Energy[158](index=158&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal matters, not expecting material adverse impacts on its financial position - The company is party to ordinary course lawsuits and proceedings but does not expect any material adverse impact from them[159](index=159&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - This item is not applicable[160](index=160&type=chunk) PART II [Market For Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Unitholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) CVR Partners' common units trade on the NYSE under 'UAN', with 482,022 units available for future issuance under its LTIP - The Partnership's common units are listed on the NYSE under the trading symbol '**UAN**'[165](index=165&type=chunk) - Under the CVR Partners Long-Term Incentive Plan (LTIP), a maximum of **500,000 common units** are issuable. As of December 31, 2021, **482,022 units** remained available for future issuance[166](index=166&type=chunk)[168](index=168&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) CVR Partners achieved a significant financial turnaround in 2021, driven by higher sales prices and debt refinancing, despite production outages Key Financial Highlights (2021 vs 2020) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Operating Income (Loss)** | $134.5 million | ($34.9 million) | | **Net Income (Loss)** | $78.2 million | ($98.2 million) | | **Adjusted EBITDA** | $212.7 million | $82.3 million | | **Net Sales** | $532.6 million | $350.0 million | - The significant increase in profitability was primarily due to higher sales prices for ammonia (**+92%**) and UAN (**+74%**), which offset lower sales volumes and higher feedstock costs[204](index=204&type=chunk)[208](index=208&type=chunk)[212](index=212&type=chunk) - The company refinanced a substantial portion of its 2023 Notes, reducing annual cash interest expense by over **33%** (approximately **$26.0 million**)[181](index=181&type=chunk)[238](index=238&type=chunk) - Consolidated ammonia utilization decreased to **92% in 2021** from **98% in 2020**, primarily due to downtime from an air separation plant outage, Winter Storm Uri, and power outages[203](index=203&type=chunk) - Total cash distributions of **$9.89 per common unit** were declared related to 2021 performance, including a **$5.24 per unit** distribution for Q4 2021[181](index=181&type=chunk)[233](index=233&type=chunk)[252](index=252&type=chunk) - In 2020, the company recorded a full, non-cash goodwill impairment charge of **$41.0 million** related to the Coffeyville facility[229](index=229&type=chunk)[263](index=263&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to significant market risk from volatile fertilizer and natural gas prices, lacking effective hedging instruments - The company faces significant market risk from price changes in fertilizer products and natural gas[265](index=265&type=chunk) - Management believes there are no effective derivative instruments to hedge its commodity sales commitments[266](index=266&type=chunk) [Financial Statements and Supplementary Data](index=47&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for 2021, 2020, and 2019, showing significant 2021 improvement and detailed notes [Consolidated Financial Statements](index=49&type=section&id=Consolidated%20Financial%20Statements) 2021 consolidated financial statements show strong recovery with increased net sales, net income, and robust cash flow from operations Consolidated Statement of Operations Highlights (in thousands) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net Sales | $532,581 | $349,953 | $404,177 | | Operating Income (Loss) | $134,479 | ($34,882) | $27,380 | | Net Income (Loss) | $78,155 | ($98,181) | ($34,969) | | Basic and Diluted EPS | $7.31 | ($8.77) | ($3.09) | Consolidated Balance Sheet Highlights (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total Current Assets | $262,245 | $118,214 | | Total Assets | $1,127,058 | $1,032,880 | | Total Current Liabilities | $161,860 | $76,341 | | Long-Term Debt, net | $610,642 | $633,942 | | Total Partners' Capital | $342,198 | $314,241 | Consolidated Statement of Cash Flows Highlights (in thousands) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $188,725 | $19,740 | $39,157 | | Net Cash used in Investing Activities | ($20,342) | ($18,550) | ($18,529) | | Net Cash used in Financing Activities | ($86,426) | ($7,625) | ($45,410) | [Notes to Consolidated Financial Statements](index=54&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the 2021 debt refinancing, 2020 goodwill impairment, revenue sources, and extensive related-party transactions with CVR Energy - In June 2021, the company issued **$550 million** of **6.125% Senior Secured Notes due 2028** and used the proceeds to redeem **$550 million** of its **9.25% Senior Secured Notes due 2023**. Additional redemptions of the 2023 notes were made later in the year[345](index=345&type=chunk)[351](index=351&type=chunk)[359](index=359&type=chunk) - A full non-cash goodwill impairment charge of **$41.0 million** was recorded in **2020**, leaving no remaining goodwill on the balance sheet[321](index=321&type=chunk) - The company has extensive related-party agreements with CVR Energy and its subsidiaries for feedstock supply (pet coke, hydrogen), services, and corporate administration, governed by the Coffeyville MSA and Corporate MSA[404](index=404&type=chunk)[407](index=407&type=chunk)[411](index=411&type=chunk) - The company has a Unit Repurchase Program and had **$12.4 million** in remaining authority as of December 31, 2021[300](index=300&type=chunk) [Controls and Procedures](index=73&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2021 - Management concluded that the Partnership's disclosure controls and procedures were effective as of **December 31, 2021**[421](index=421&type=chunk) - Management concluded that internal control over financial reporting was effective as of **December 31, 2021**, based on the COSO framework. The independent auditor's report concurred with this assessment[422](index=422&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=74&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) CVR Partners is managed by its general partner, controlled by CVR Energy, with a seven-member board utilizing controlled company exemptions - The Partnership is managed by its general partner, CVR GP, LLC, which is controlled by CVR Energy, Inc[428](index=428&type=chunk) - The Board has **seven directors**, **three** of whom are independent (Donna R. Ecton, Frank M. Muller, Jr., Peter K. Shea). The company utilizes 'controlled company' exemptions from NYSE rules requiring a majority-independent board[430](index=430&type=chunk)[444](index=444&type=chunk)[445](index=445&type=chunk) - The Board has **five standing committees**: Audit, Compensation, EH&S, Conflicts, and Special, each with defined responsibilities[447](index=447&type=chunk) - Executive officers are employees of CVR Services, a CVR Energy subsidiary, and allocate their time between CVR Partners and CVR Energy[455](index=455&type=chunk)[460](index=460&type=chunk) [Executive Compensation](index=83&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation, influenced by CVR Energy, aligns pay with performance, featuring variable components and long-term incentives for NEOs - All Named Executive Officers (NEOs) are employed by CVR Services, a subsidiary of CVR Energy, and their compensation is allocated between the two entities[460](index=460&type=chunk)[462](index=462&type=chunk) - For **2021**, the CEO's (Mr. Pytosh) target compensation mix was **75.7% variable** ('at-risk'), composed of a target annual bonus and long-term incentive awards[472](index=472&type=chunk)[473](index=473&type=chunk) - The **2021 annual performance-based bonus plan** paid out at **102% of target**, driven by strong performance in EH&S metrics and certain financial metrics like Reliability and ROCE, despite missing the Operating Expense target[485](index=485&type=chunk) - Long-term incentives are granted as cash-settled phantom units (from CVR Partners) and incentive units (from CVR Energy), which generally vest ratably over **three years**[486](index=486&type=chunk)[492](index=492&type=chunk) - The CEO pay ratio for the President & CEO (Mr. Pytosh) was **12:1**, based on the portion of his compensation attributable to service to the Partnership[546](index=546&type=chunk)[547](index=547&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters](index=102&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Unitholder%20Matters) CVR Services, LLC (CVR Energy) beneficially owns 36.4% of common units, with other significant institutional holders and minimal director/officer ownership Beneficial Ownership as of Feb 22, 2022 | Beneficial Owner | Common Units Owned | Percentage | | :--- | :--- | :--- | | CVR Services, LLC (CVR Energy) | 3,892,000 | 36.4% | | Goldman Sachs Group, Inc. | 954,430 | 8.9% | | Barclays Plc | 621,054 | 5.8% | | All directors and executive officers (as a group) | 37,614 | < 1% | [Certain Relationships and Related Transactions, and Director Independence](index=104&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The Partnership has numerous non-arm's-length agreements with CVR Energy, managed by a Conflicts Committee of independent directors - The Partnership is party to several non-arm's-length agreements with CVR Energy and its subsidiaries, including the Corporate Master Service Agreement and the Coffeyville Master Service Agreement[563](index=563&type=chunk) - Conflicts of interest exist due to the overlapping directors and officers between the Partnership's general partner and CVR Energy[565](index=565&type=chunk) - The Board has a Related Party Transaction Policy and utilizes a Conflicts Committee of independent directors to review and approve transactions with affiliates[567](index=567&type=chunk) [Principal Accounting Fees and Services](index=105&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Grant Thornton LLP served as the independent auditor, with all $805,000 in fees for 2021 attributed to audit services Accounting Fees (in thousands) | Fee Type | 2021 | 2020 | | :--- | :--- | :--- | | Audit fees | $805 | $654 | | Audit-related fees | $0 | $0 | | Tax fees | $0 | $0 | | All other fees | $0 | $0 | | **Total** | **$805** | **$654** | PART IV [Exhibits, Financial Statement Schedules](index=106&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists financial statements and provides a detailed index of all exhibits filed with the Form 10-K - This section contains an index of all exhibits filed with the annual report, such as the Partnership Agreement, debt indentures, material contracts with affiliates, and executive compensation plans[575](index=575&type=chunk)[576](index=576&type=chunk) [Form 10-K Summary](index=110&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company states that no Form 10-K summary is provided in this report - No summary is provided under this item[584](index=584&type=chunk)