CVR Energy Inc.

Welcome to the CVR Energy Third Quarter 2025 conference call. At this time, all participants are in listen-only mode. A brief question and answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Richard Roberts, Vice President of FP&A and Investor Relations. Thank you, sir. You may begin.

Thank you, Eric. Good afternoon, everyone. We very much appreciate you joining us this afternoon for our CVR Energy third quarter 2025 earnings call. With me today are Dave Lamp, our chief executive officer, Dane Newman, our chief financial officer, and other members of management. Prior to discussing our 2025 third quarter results, let me remind you that this call may contain forward-looking statements, as that term is defined under federal securities laws. For this purpose, any statements made during this call that are not statements of historical facts may be deemed to be forward-looking statements. You are cautioned that these statements may be affected by important factors set forth in our filings with Securities and Exchange Commission and in our latest earnings release. As a result, actual operations or results may differ materially from the results discussed in the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by law. This call also includes various non-GAAP financial measures. The disclosures related to such non-GAAP measures, including reconciliation to the most directly comparable GAAP financial measures, are included in our 2025 third quarter earnings release that we filed with the SEC in Form 10-Q for the period and will be discussed during the call. That said, I'll turn the call over to Dave.

Thank you, Richard. Yesterday, we reported third quarter consolidated net income of $401 million and earnings per share of $3.72. EBITDA was $625 million. These results include a $488 million benefit associated with the full and partial small refinery exemptions granted to the Winnie Wood Refining Company for the 2019 through 2024 compliance years, in addition to solid operations and improved market conditions in both our petroleum and fertilizer business. In our petroleum segment, combined total throughput for the third quarter of 2025 was approximately 216,000 barrels per day, for crude processing utilization of 97%. Life product yield was 97% on crude oil process. After working off intermediate inventories built during the coffee bill turnaround earlier this year, we ran at full rates at both refineries in the third quarter with no significant lost opportunities. We do not currently have any additional turnarounds planned in the refining section for the duration of 25 or 26, and we currently expect the next planned turnaround to be at Winneywood Refinery in 2027. Group 3 benchmark cracks averaged $25.97 per barrel for the third quarter of 25, compared to $19.40 per barrel last year. Average RIN prices for the third quarter were approximately $6.33 a barrel nearly 25% of the group 3211 craft. Regarding RFS, after years of fighting for the rights of the Winningwood Refinery Company, that the rights of the Winningwood Refinery Company is entitled to, EPA in August finally ruled on a backlog of 175 outstanding SRE petitions covering the past compliance period that had been pending before it for years. In addition to affirming its Prior grants of the Winnie Wood Refining Company's 2027 and 2028 petitions, EPA granted full waivers for 2019 and 21 and 50% waivers for 2020, 22, and 24. Based on these decisions, we were able to reduce our outstanding RFS obligation on our balance sheet by over 80%. While we continue to believe Winningwood Refinery deserves 100% waivers for every year, we are pleased to have these lingering issues resolved and a large obligation on our balance sheet significantly reduced. For the third quarter of 2025, we processed approximately 19 million gallons of vegetable oil feedstock in our renewable diesel unit at Winningwood. Gross margin was negative by approximately one cent per gallon, for the third quarter compared to a positive $1.09 per gallon for the previous year. The loss of the blender's tax credit and a significant increase in soybean prices this year continue to weigh on the profitability of the renewables business. We did not recognize any of production tax credit benefits in the quarter as we continue to weigh final regulations from the IRS, but we estimate the unbooked production tax credit value would have been approximately 4 million for the third quarter and 9 million year-to-date. As a reminder, we believe that we would have the ability to retroactively claim these credits once regulations are finalized. In the fertilizer segment, the ammonia utilization rate was 95% for the quarter compared to 97% for the third quarter of 2024. Nitrogen fertilizer prices for the third quarter of 2025 were higher for both UAN and ammonia compared to the third quarter of 2024. And fertilizer supplies remain tight around the world, which has been supportive of pricing. Now let me turn the call over to Dane to discuss our financial highlights.

Thank you, Dave, and good afternoon, everyone. For the third quarter of 2025, our consolidated net income was $401 million. Earnings per share was $3.72, and each dial was $625 million. Our third quarter results include a positive change in our RFS liability of $471 million, an unfavorable inventory valuation impact of $18 million, and unrealized derivative losses of $8 million. Excluding the above-mentioned items, adjusted EBITDA for the quarter was $180 million, and adjusted earnings per share was $0.40. Adjusted EBITDA on the petroleum segment was $120 million for the third quarter, with the increase from the prior year period driven by a combination of increased Group 3 cracks, higher throughput volumes, and improved capture rates. Our third quarter realized margin adjusted for RFS liability impacts, inventory evaluation, and unrealized derivative losses was $12.87 per barrel, representing a 50% capture rate on the Group 3-2-1-1 benchmark. Net rinse expense for the quarter, excluding the RFS liability impact, was $88 million, or $4.45 per barrel, which negatively impacted our capture rate for the quarter by approximately 17%. The estimated accrued RFS obligation on the balance sheet was $93 million at September 30th, representing 90 million RINs marked to market at an average price of $1.03. As a reminder, our estimated outstanding RIN obligation excludes the impact of any future small refinery exemptions. Going forward, we intend to continue to recognize 100% of Winnie Wood Refining Company's current period RINs expense in our financials until EPA rules on our pending petitions. For modeling purposes, Winningwood Refining Company's annual rent obligation based on the 2025 RBO is approximately 120 million rents. For the third quarter of 2025, we estimate adjusted EBITDA in the petroleum segment would have been approximately 34 million higher with the benefit of a 100% small refinery exemption for 2025, or 17 million higher with a 50% small refinery exemption. Adjusted refining margin per barrel would have been approximately $1.68 per barrel higher with a full SRE for 2025 or $0.84 higher with a 50% SRE. Direct operating expenses in the petroleum segment were $5.69 per barrel for the third quarter compared to $5.72 per barrel in the third quarter of 2024. The decrease in direct operating expense per barrel was primarily due to higher throughput volumes. Adjusted EBITDA on the renewable segment was a loss of $7 million for the third quarter It declined from the third quarter of 2024 adjusted EBITDA of $8 million. The decrease in adjusted EBITDA was driven by a combination of a decline in the hobo spread due to higher soybean oil prices, along with the loss of the blender's tax credit and nothing booked for the production tax credit. Adjusted EBITDA on the fertilizer segment was $71 million for the third quarter of higher UAM and ammonia sales pricing, driving the increase relative to the prior year period. The partnership declared a distribution of $4.02 per common unit for the third quarter of 2025. CVR Energy owns approximately 37% of CVR Partners' common units. We will receive a proportionate cash distribution of approximately $16 million. Cash flow from operations for the third quarter of 2025 was $163 million and free cash flow was $121 million, of which approximately $83 million was generated by the fertilizer segment. Significant uses of cash in the quarter included $43 million of capital and turnaround spending, $43 million for cash interest, $26 million paid for the non-controlling interest portion of the CVR partner's second quarter 2025 distribution, and a $20 million repayment on the term loan. Total consolidated capital spending on an accrual basis was $40 million, which included $25 million in the petroleum segment, $14 million in the fertilizer segment, and $1 million in the renewable segment. For the full year 2025, we estimate total consolidated capital spending to be approximately $180 to $200 million, and capitalized turnaround spending to be approximately $190 million. Turning to the balance sheet, we ended the quarter with a consolidated cash balance of $670 million, which includes $156 million of cash in the fertilizer segment. Total liquidity as of September 30th, excluding CVR partners, was approximately $830 million, which was comprised primarily of $514 million of cash and availability under the AVL facility of $316 million. During the quarter, we paid down $20 million on the term loan, leaving the current principal balance at approximately $235 million. Looking ahead to the fourth quarter of 2025 for our petroleum segment, we estimate total throughputs to be approximately 200,000 to 215,000 barrels per day, direct operating expenses to range between 105 and 115 million, and total capital spending to be between 20 and 25 million. For the fertilizer segment, we estimate our ammonia utilization rate to be between 80 and 85 percent, which will be impacted by the planned turnaround currently underway at the coffeesill facility. We expect direct operating expenses, excluding inventory and turnaround impacts, to be between 58 and 63 million, and total capital spending to be between 30 and 35 million. The turnaround expense is expected to be between 15 and 20 million. For the renewable segment, we estimate fourth quarter 2025 total throughput to be approximately 10 to 15 million gallons, with a catalyst change expected in December. We expect direct operating expenses to range between 8 and 10 million, and total capital spending to be between 1 and 3 million. With that, Dave, I'll turn it back over to you.

Thanks, Dan. Refining market conditions continue to improve during the third quarter, with refined product demand remaining steady. And inventories continue to trend near five-year average levels. Increased geopolitical tensions have contributed to the strength in crack, particularly diesel cracks, following a string of Ukrainian drone attacks on the Russian refineries over the past few months. Within the MIDCON, where we operate, We continue to see positive supply-demand trends with gasoline and diesel inventories at or below recent historical averages and demand improving. During the quarter, we began producing jet out of Coffeyville, and we expect to see production and sales volume of jet fuel ramp up over the next few quarters as we continue to make commercial progress. Looking out over the next few years, multiple pipeline projects have been announced, that would connect refined products supplied from pad two into pads four and five, which could provide a constructive solution to meet consumer demand across all regions. Overall, we remain cautiously optimistic about the near and medium-term outlook for the refining sector. As I mentioned, supply and demand balances remain favorable, even with the trend of high fleet utilization continuing. There are still several refineries in the US and Europe that are scheduled to shut down over the next few quarters, representing a total capacity of around 400,000 to 500,000 barrels per day, and with minimal new fuels refinery capacity projected to start up over the next few years. Meanwhile, refined product demand appears stable, and we continue to believe any pro-growth initiatives from the Trump administration should be positive for GDP growth and demand for transportation fuels in the U.S. This dynamic of stable and improving demand with limited new refining capacity could help cracks remain healthy. In the renewable segment, probability has been challenged this year after the loss of the BTC and the increase in soybean oil prices following EPA's announcement of increasing RBOs and limits on credit generation from an imported feedstock. As we've talked many times over the past few years, while we want to participate in renewable space, we will only do so if profitable. Unfortunately, the renewable business relies heavily on government mandates and subsidies to be profitable, and the government does not currently seem to be interested in supporting the renewable business it created. Given the losses that we have faced this year in our renewable business and that we have seen little government support that return it to profitability in the near term, we have made the decision to revert the renewable diesel unit at Winnewood back to hydrocarbon processing during the next scheduled turnaround in December. We believe that we have more opportunities to create value in the full hydrocarbon processing mode And we look forward to working on some of the alternative uses for the logistical assets built for RD service. We would also retain the option to switch back to renewable diesel service in the future if incentivized to do so. In the third quarter, we recognized 31 million of accelerated depreciation associated with the pretreatment unit as a result of our decision to revert the RD unit back to 100 carbon processing. We also wrote off approximately 3 million of capital investment associated with the potential renewables project at the coffee. We anticipate additional accelerated depreciation impacts of approximately 62 million in the fourth quarter as well. Finally, in the fertilizer segment, we saw continued strong pricing through the summer due to tight supplies, trade, and geopolitical issues. The harvest is currently on schedule and nearing completion. Current USDA estimates on corn planting and yields would imply carryout levels at or below 10-year average, although grain prices have remained low on the expectation of a large crop production in Brazil and North America. Domestic and global inventories of nitrogen fertilizers remain tight, which we believe should continue to support prices into the spring of 2026. We have a number of projects in flight to support capacity increases at both plants and infrastructure projects to target improved reliability for max utilization to capture this market into the future. Looking at the fourth quarter of 2025, quarter-to-date metrics are as follows. Group 211 cracks have averaged $25.69 per barrel, with a Brent TI spread of $3.80. per barrel and a WCS differential of $11.62 under WTI. As of yesterday, Group 3 2-1-1 cracks were $30.10 per barrel and RINs were approximately $5.91 per barrel. Prompt fertilizer prices are approximately $700 per ton for ammonia and $360 per ton for UAN. As we stated in our last earnings call, returning the balance sheet to targeted leverage is a key focus for us in the near term. With the SRE grants that the Winningwood Refining Company received in August, our balance sheet has improved significantly to the reduction of the RFS obligation. However, EPA has not ruled on SRE petition we submitted in July. If the Winnie Wood Refinery Company is granted a 50% waiver for 2025, we currently estimate that we would have to purchase approximately $100 million worth of RINs by the end of March of 26 to satisfy both our obligated subsidiaries for 24 and 25 obligations. Beyond the current cash needs for RINs, we intend to continue to prioritize paying down the term loan with the excess cash flow we are able to generate. Reducing the balance on the term loan is one of the several criteria in the board's decision around a potential return to the quarterly dividend. And that decision is evaluated every quarter. If cracks remain elevated, we would likely be able to reduce debt faster and accelerate conversations with the board around the dividend. As always, we always look forward to ways to improve capture, reduce cost, and ultimately grow our business profitably. As this will be my last earnings call before retirement, I'd like to say it's been a pleasure to work for the last 45 years in an industry that makes modern life possible. I've crossed paths with a ton of people over the years, all of who I've learned something from and contributed to my success. For that, I am grateful. With that, operator, we're ready for questions.

thank you we will now be conducting a question and answer session to ask a question please press star followed by the number one on your telephone keypad our first question comes from the line of matthew blair with tph please go ahead hey hey dave wishing you the best in retirement it's really been a pleasure working with you over these past uh

I guess several years. So yeah, wishing you the best. I wanted to follow up on your commentary on the new product pipelines that would take barrels west. It seems like this could be a potential positive for mid-con refiners like CVI. But could you talk about whether you would plan to make commitments, shipping commitments on any of these types? And if so, is there a proposal that looks more favorable in your view?

Well, we haven't really studied that too much yet because a lot of the details on these lines is still coming out. But, you know, I think you're right, Matt, that it'll be very constructive for the MidCon. As I've said many times, the MidCon has been long on product with the high utilizations we've seen in the northern tier of the Pad 2. And any relief of where to move those barrels will be a positive to the group two and then probably a positive to group four or pad four and pad five. Obviously one of the projects goes all the way to California, the other does not. And I will remind you that the Denver pipeline is out there also, which moves barrels to pad four also. So we think it's a It's helpful. Whether we take live space on any of them, we haven't decided yet, and more to come on that in the future.

Sounds good. I guess in regards to the decision on the renewable diesel plant, is there any opportunity to still utilize the pretreatment plant, or would that be just completely shut down as well?

Well, in the short term, it would definitely be shut down, and that's why we took the accelerated depreciation. You know, it's probably, you know, if you look at the current spreads of basis of soybean oil and other feedstocks, they're pretty tight, and it doesn't give a lot of incentive for the PTU. But we will look for all those opportunities we can find. We know we have use for the rest of the logistical assets. You know, just look for us to find new ways to use that in the future.

Sounds good. Thanks for your comments. Thank you.

The next question comes from the line of Paul Chang with Scotiabank. Please go ahead.

Hi. Thank you. Hi, Dave. Good afternoon or good morning. Just want to extend my congratulations on your retirement and thank you for all the help throughout the years. Really appreciate it. On the renewable diesel, so what does it take? Is it just the change of the catalyst or that there's other changes that you need to make in order for you to convert back into running hydrocarbon? And also, do you have an estimate of the cost to keep the PTC to sustain in a reasonable shape so that in the future if you decide that to restart it?

Yeah, Paul, you know, I think, you know, it's a pretty easy conversion for us because we considered this when we built the unit. So it's mostly a catalyst change. There's a few other pieces of pipe we need to do, but in the general case, it's just really a piping change. As far as the PTU goes, I think we'll mothball it in a way that we can bring it back in short order should something change in the renewable space. The renewable space, I guess the decision was largely made just because we just don't see any catalyst that can really change the projection of that thing. RINs were designed to make the marginal producer break even. You know, some people are predicting a big increase in RINs, but our unit was limited to mainly soybean oil and a little bit of corn oil. It couldn't really handle any of the real low CIs just because of metallurgy. And, you know, even with the low CIs, you know, what's happening in most cases is the hobo goes up and down and the RINs change. It's just going into the feedstock costs. So we just didn't see much of a chance for anything to change in that space that was going to make it a good deal.

So even with the PTC, your facility, we're never able to handle the OCI stuff?

Well, any of the very low stuff, like used cooking oil, we're not designed to handle it metallurgical-wise. you know, with land use, that helped. But the PTC does not, even with that, doesn't make up for the BTC.

I see. And when you say that you're going to move for the PTC and that, is there any, or that the cost is so minimum that to maintain it going forward that it's just a job in the bucket, so it's really just pocket change? Or that that's a a reasonable cost associated on this going forward basis.

Once we mothball it, Paul, it's really pretty low cost. There'll be some cost to restart it, but it won't be a lot.

I see. And then the final question, I mean, that with all the proposed new pipeline getting the barrel out from the NICCON, Does it, in any shape or form, that change the way that how you're looking at your configuration and how you're going to run those facilities? Or that doesn't really matter?

Well, you know, depending on which of those two options really happen, you know, I think we can make a reformulated gasoline. We can probably make some Arizona clean burning gasoline. But carb would be challenging for us. I don't know that we'd ever want to make an investment for CARB. Eventually, I think that formulation may melt away or go away at some point when California wakes up to the high cost of fuel out there and what it costs to make that reformulated special blend for them. I certainly will have the other two grades that we can do. And, you know, then it's just a question of volume. If we do elect to take that business, how much volume would it be and what changes would we have to make to do that? I'll remind you that we have this KSAT project that is going to make more alkylate at Winneywood. We're going to be alkylating all our C3s that today we sell. And so that's going to increase our alkylate production, which helps us in some of these clean burning gasoline projects.

Yeah, so if you're trying to make gasoline for the solar market, as you say, it's just a matter of the volume and how much it's going to cost. Can you give us some idea that if you want to make, say, 20,000 barrels per day, how much does that cost and what needs to be done?

We haven't looked at that yet, Paul. I can't give you any guidance on that.

Okay, we do. Thank you.

The next question comes from the line of Alexa. Alexa Patrick with Goldman Sachs.

Please go ahead. Hey good afternoon Dave and team. Wanted to ask on the 100 million rent obligation you guys talked about outstanding. How are you guys kind of thinking about the strategy of meeting that rent obligation when we also keep in mind that we're still waiting on some incremental SRE updates for specifically 24 and 25? Thanks.

Yeah, thanks, Alexa. So right now we're just thinking about the December deadline for 24 and the March deadline for 2025. You know, the 100 million encompasses covering Coffeyville and Winningwood at 50% through 2025 and also Winningwood through 2024. Again, as you mentioned, we're particularly monitoring for the 2025 waiver outcome and, you know, Winningwood historic last few years has gotten 50%. Um, you know, we expect that to be worst case scenario. We still believe it should be 100%. And in the event that we do get 100%, the nice thing is the rents that we purchased for that could be used for coffee bill compliance going forward. So feels like a conservative thing to do to plan to buy the 100M rents between now and March 31st.

Okay, that's very helpful. And then maybe just some early thoughts on 26, how we should be thinking about capital spend. And then any considerations there related to the conversion.

yeah we don't we usually give that guidance in the fourth quarter alexis so uh you know i think we'll refer we'll wait until that time to to uh to fill you in on that okay sounds good i'll turn it back thank you thank you eric uh yes your next question comes from the line of manav gupta

with UBS. Please go ahead.

Hey, Dave, thank you for all the years that you provided us insights into the refining market. I do have to say that if you look at the last one and a half or two years, this is the most bullish I've heard you on an earnings call. So it's good that you also feel that this is a much stronger refining environment that we are in, And so the question that comes back to is by when do you think you would be at the right depth levels to restart some form of dividend? Because that's the number one question we get is the CVI is doing much better. When can we see some form of payout for the shareholders?

Well, that's a difficult prediction to make. You know, I do, I do, I will, I will tell you that I haven't, I've been in this business a long, long time and, I've watched these markets for a long, long period of time, and this setup that I see coming is probably the best I've seen in a long time. Just look at the number of refineries that are shutting down and the supply of new ones. We came through a big wave of new refineries coming on, some of which are still in the startup phase. There just is very few fuels refineries that are going to be starting, even in conception right now. that are going to make a difference in this balance. And demand is still growing, even though it's slower. No doubt EV penetrations hit. But the matter of fact is the refining, to me, is going to be short in the future. And it's a great space to be in. If you consider what it takes to build a refinery these days, I don't care where you do it in the world. It's just really expensive. It's almost 4X what the market cap of what these companies are today. And that just bodes well to me for the future on what cracks will look like.

Thank you, sir. I'll turn it over.

Thank you.

Thank you. We have reached the end of the question and answer session. I'd now like to turn the floor back over to management for closing comments.

Thank you. Again, I'd like to thank you all for your interest in CBR Energy. Additionally, we'd like to thank our employees for their hard work, commitment towards safe, reliable, environmentally responsible operations. With that, we'll talk to you next quarter. Thank you.

Ladies and gentlemen, this concludes today's call. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.