8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2013

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other
jurisdiction of
incorporation) 001-33492 (Commission File Number) 61-1512186 (I.R.S. Employer
Identification Number)

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(Address of principal executive offices,

including zip code)

Registrant’s telephone number, including area code:  (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operation and Financial Condition

The disclosure required by this item and included under the caption “Preliminary Earnings” in Item 7.01 below is incorporated herein by reference.

Item 7.01.  Regulation FD Disclosure.

Distributions and Revised Outlook

On July 26, 2013, CVR Energy petroleum subsidiary, CVR Refining, announced a second quarter 2013 cash distribution of $1.35 per common unit, and CVR Energy fertilizer subsidiary, CVR Partners, announced a second quarter 2013 cash distribution of 58.3 cents per common unit.

CVR Refining also announced an updated 2013 full year distribution outlook of $4.10 to $4.80 per common unit, while CVR Partners updated its 2013 full year distribution outlook to $1.80 to $2.00 per common unit.  News releases regarding CVR Refining’s and CVR Partners’ second quarter distributions and outlook can be found on the companies’ websites at CVRRefining.com and CVRPartners.com.

The foregoing information contains forward-looking statements based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. You are cautioned not to put undue reliance on such forward-looking statements (including forecasts and projections regarding our future performance) because actual results may vary materially from those expressed or implied as a result of various factors, including, but not limited to those set forth under “Risk Factors” and “Forward-Looking Statements” in the CVR Energy, Inc. Annual Report on Form 10-K and any other filings CVR Energy makes with the Securities and Exchange Commission. CVR Energy assumes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Preliminary Earnings

Preliminary financial results of CVR Energy, Inc. (“CVR Energy”) for the quarter ended June 30, 2013 are attached hereto as Exhibit 99.1.  Preliminary financial and operating results of CVR Refining, LP (the “Refining Partnership”) for the quarter ended June 30, 2013 are attached hereto as Exhibit 99.2.  Preliminary financial and operating results of CVR Partners, LP (the “Nitrogen Fertilizer Partnership” and together with CVR Energy and the Refining Partnership, the “Reporting Entities”) for the quarter ended June 30, 2013 are attached hereto as Exhibit 99.3.  CVR Energy owns approximately 71% of the Refining Partnership’s common units, approximately 53% of the Nitrogen Fertilizer Partnership’s common units, and 100% of the general partner of each of the Refining Partnership and the Nitrogen Fertilizer Partnership.

The preliminary financial and operating results presented herein have been prepared by, and are the responsibility of, the respective management of the Reporting Entities. These amounts reflect the current best estimates as of the date thereof and may be revised as a result of further review of the results and in connection with the review of the Reporting Entities’ condensed consolidated financial statements. During the course of the preparation of the condensed consolidated financial statements and related notes, additional items that would require material adjustments

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to be made may be identified. Neither the Reporting Entities’ accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to these estimated results, nor have they expressed any opinion thereon.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being “furnished” as part of this Current Report on Form 8-K:

99.1	CVR Energy’s preliminary financial results for the quarter ended June 30, 2013.
99.2	The Refining Partnership’s preliminary financial and operating results for the quarter ended June 30, 2013.
99.3	The Nitrogen Fertilizer Partnership’s preliminary financial and operating results for the quarter ended June 30, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 29, 2013
	CVR Energy, Inc.
	By:	/s/ Susan M. Ball
		Susan M. Ball,
		Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

CVR Energy, Inc.

Preliminary Financial Results for the three months ended June 30, 2013

Based on preliminary operating results for the three months ended June 30, 2013, CVR Energy’s net sales are expected to be between $2,210.0 million and $2,230.0 million, net income is expected to be approximately $170.0 million to $195.0 million and Adjusted EBITDA is expected to be approximately $215.0 million to $225.0 million, compared to net sales of $2,308.3 million, net income of $154.7 million and Adjusted EBITDA of $407.0 million for the three months ended June 30, 2012. CVR Energy’s net sales decrease was primarily due to lower sales volume and lower product prices for gasoline in its petroleum refining segment. The decrease in Adjusted EBITDA was primarily due to a decrease in refining margin adjusted for FIFO impact, which specifically includes increased costs associated with RINs, and reduced ownership in CVR Refining and CVR Partners.

The following table sets forth a reconciliation of net income to Adjusted EBITDA for CVR Energy for the periods indicated below:

	Three Months Ended			Three Months Ended June 30, 2013 (Estimated)
	June 30, 2012 (Actual)			Low			High
	(unaudited)			(unaudited)
	(in millions)			(in millions)
Net income attributable to CVR Energy stockholders	$	154.7		$	170.0		$	195.0
Add:
Interest expense and other financing costs, net of interest income	18.8			12.3			12.0
Income tax expense	91.1			105.0			95.0
Depreciation and amortization	32.2			35.7			34.4
EBITDA adjustments included in noncontrolling interest	(1.8		)	(12.0		)	(11.9		)
EBITDA	295.0			311.0			324.5
Add:
FIFO impacts (favorable) unfavorable	105.4			(24.0		)	(26.0		)
Share-based compensation	17.8			4.5			4.0
Major scheduled turnaround expenses	2.5			—			—
Unrealized (gain) loss on derivatives, net	(46.9		)	(104.7		)	(106.8		)
Expenses associated with proxy matter	29.4			—			—
Expenses associated with Gary-Williams acquisition	4.6			—			—
Adjustments included in noncontrolling interest	(0.8		)	28.2			29.3
Adjusted EBITDA	$	407.0		$	215.0		$	225.0

Use of Non-GAAP Financial Measures

To supplement the actual results in accordance with GAAP for the applicable periods, CVR Energy also uses the non-GAAP measures discussed above, which are reconciled to our GAAP-based results above. These non-GAAP financial measures should not be considered an alternative for GAAP results. The adjustments are provided to enhance an overall understanding of CVR Energy’s financial performance for the applicable periods and are indicators management believes are relevant and useful for planning and forecasting future periods.

EBITDA and Adjusted EBITDA. EBITDA represents net income before (i) interest expense and other financing costs, net of interest income, (ii) income tax expense and (iii) depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted for FIFO impacts (favorable) unfavorable, share-based compensation, major scheduled turnaround expenses, loss on disposition of fixed assets, unrealized (gain) loss on derivatives, net, loss on extinguishment of debt and expenses associated with the Gary Williams acquisition. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be substituted for net income or cash flow from operations. Management believes that EBITDA and Adjusted EBITDA enables investors to better understand and evaluate our ongoing operating results and allows for greater transparency in reviewing our overall financial, operational and economic performance. EBTIDA and Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

The preliminary financial results presented herein have been prepared by, and are the responsibility of, the management of CVR Energy. These amounts reflect the current best estimates as of the date of hereof and may be revised as a result of further review of the results and in connection with the review of CVR Energy’s condensed consolidated financial statements. During the course of the preparation of the condensed consolidated financial statements and related notes, additional items that would require material adjustments to be made may be identified. Neither CVR Energy’s accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to these estimated results, nor have they expressed any opinion thereon.

EX-99.2

Exhibit 99.2

CVR Refining, LP

Preliminary Financial Results for the three months ended June 30, 2013

Based on preliminary operating results for the three months ended June 30, 2013, CVR Refining, LP’s (the “Refining Partnership”) net sales are expected to be between $2,130.0 million and $2,145.0 million, net income is expected to be approximately $331.5 million to $347.0 million and Adjusted EBITDA is expected to be approximately $245.0 million to $255.0 million, compared to net sales of $2,229.6 million, net income of $259.5 million and Adjusted EBITDA of $379.6 million for the three months ended June 30, 2012.

CVR Refining’s net sales decrease was primarily due to lower sales volume and lower product prices for gasoline in its petroleum refining business.  The decrease in Adjusted EBITDA was due largely to a decrease in refining margins adjusted for FIFO impact, which specifically includes increased costs associated with RINs.

The following table sets forth a reconciliation of net income to Adjusted EBITDA for the Refining Partnership for the periods indicated below:

	Three Months Ended			Three Months Ended June 30, 2013 (Estimated)
	June 30, 2012 (Actual)			Low			High
	(unaudited)			(unaudited)
	(in millions)			(in millions)
Net income	$	259.5		$	331.5		$	347.0
Add:
Interest expense and other financing costs, net of interest income	19.0			10.6			10.4
Income tax expense	—			—			—
Depreciation and amortization	26.6			29.0			28.0
EBITDA	305.1			371.1			385.4
Add:
FIFO impacts (favorable) unfavorable	105.4			(24.0		)	(26.0		)
Share-based compensation, non-cash	8.9			2.6			2.4
Major scheduled turnaround expenses	2.5			—			—
Unrealized (gain) loss on derivatives, net	(46.9		)	(104.7		)	(106.8		)
Expenses associated with Gary-Williams acquisition	4.6			—			—
Adjusted EBITDA	$	379.6		$	245.0		$	255.0

The Refining Partnership expects to report total crude oil throughput for the three months ended June 30, 2013 of approximately 193,201 bpd comprised of approximately 117,265 bpd for the Coffeyville refinery and approximately 75,936 bpd for the Wynnewood refinery. This compares to total crude oil throughput of 121,325 bpd for the Coffeyville refinery and 69,046 bpd for the Wynnewood refinery during the three months ended June 30, 2012.

Use of Non-GAAP Financial Measures

To supplement the actual results in accordance with GAAP for the applicable periods, the Refining Partnership also uses the non-GAAP measures discussed above, and reconciled to our GAAP-based results above. These non-GAAP financial measures should not be considered an alternative for GAAP results. The adjustments are provided to enhance an overall understanding of the Refining Partnership’s financial performance for the applicable periods and are indicators management believes are relevant and useful for planning and forecasting future periods.

EBITDA and Adjusted EBITDA.  EBITDA represents net income before (i) interest expense and other financing costs, net of interest income, (ii) income tax expense and (iii) depreciation and amortization.  Adjusted EBITDA represents EBITDA adjusted for FIFO impacts (favorable) unfavorable, share-based compensation, major scheduled turnaround expenses, loss on disposition of fixed assets, unrealized (gain) loss on derivatives, net, loss on extinguishment of debt and expenses associated with the Gary Williams acquisition.  EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be substituted for net income or cash flow from operations. Management believes that EBITDA and Adjusted EBITDA enables investors to better understand and evaluate our ongoing operating results and allows for greater transparency in reviewing our overall financial, operational and economic performance.  EBITDA and Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

The preliminary financial and operating results presented herein have been prepared by, and are the responsibility of, the Refining Partnership’s management. These amounts reflect the current best estimates as of the date of hereof and may be revised as a result of further review of the results and in connection with the review of the Refining Partnership’s condensed consolidated financial statements. During the course of the preparation of the condensed consolidated financial statements and related notes, additional items that would require material adjustments to be made may be identified. Neither the Refining Partnership’s accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to these estimated results, nor have they expressed any opinion thereon.

EX-99.3

Exhibit 99.3

CVR Partners LP

Preliminary Financial Results for the three months ended June 30, 2013

Based on preliminary operating results for the three months ended June 30, 2013, CVR Partners, LP’s (the “Nitrogen Fertilizer Partnership”) net sales are expected to be between $85.0 million and $90.0 million, net income is expected to be between $34.7 million and $36.2 million and Adjusted EBITDA is expected to be approximately $43.5 million to $44.5 million, compared to net sales of $81.4 million, net income of $35.1 million and Adjusted EBITDA of $44.1 million for the three months ended June 30, 2012.

The following table sets forth a reconciliation of net income to Adjusted EBITDA for the Nitrogen Fertilizer Partnership for the periods indicated below:

			Three Months Ended
	Three Months Ended		June 30, 2013 (Estimated)
	June 30, 2012 (Actual)		Low		High
	(unaudited)		(unaudited)
	(in millions)		(in millions)
Net income	$	35.1	$	34.7	$	36.2
Add:
Interest expense, net	0.9		1.7		1.6
Income tax expense	0.1		—		—
Depreciation and amortization	5.2		6.3		6.0
EBITDA	41.3		42.7		43.8
Add:
Share-based compensation, non-cash	2.8		0.8		0.7
Adjusted EBITDA	$	44.1	$	43.5	$	44.5

For the three months ended June 30, 2013, average realized plant gate prices for ammonia and UAN were $688 per ton and $331 per ton, respectively, compared to $568 per ton and $329 per ton, respectively, for the same period in 2012.

The Nitrogen Fertilizer Partnership produced 91,300 tons of ammonia during the three months ended June 30, 2013, of which 2,200 net tons were available for sale while the rest was upgraded to 225,200 tons of UAN. During the three months ended June 30, 2012, the plant produced 108,900 tons of ammonia with 34,900 net tons available for sale with the remainder upgraded to 180,000 tons of UAN.

On-stream factors during the three months ended June 30, 2013 were 91.6% for the gasifier, 89.1% for the ammonia synthesis loop, and 86.5% for the UAN conversion facility.  On-stream factors during the quarter were adversely impacted by unscheduled downtime associated with a third-party air separation unit outage and weather related issues.  Excluding the impact of the unscheduled downtime due to these matters, on-stream factors for the three months ended June 30, 2013 would have been 99.6% for the gasifier, 99.1% for the ammonia synthesis loop, and 97.1% for the UAN conversion facility.

Use of Non-GAAP Financial Measures

To supplement our actual results calculated in accordance with GAAP for the applicable periods, the Nitrogen Fertilizer Partnership also uses the non-GAAP measures discussed above, and reconciled to our GAAP-based results above. These non-GAAP financial measures should not be considered as an alternative to GAAP results. The adjustments are provided to enhance an overall understanding of the Nitrogen Fertilizer Partnership’s financial performance for the applicable periods and are indicators management believes are relevant and useful for planning and forecasting future periods.

EBITDA is defined as net income before (i) net interest (income) expense; (ii) income tax expense; and (iii) depreciation and amortization expense, which are items management believes affect the comparability of operating results.

Adjusted EBITDA is defined as EBITDA further adjusted for the impact of share-based compensation, non-cash and, where applicable, major scheduled turnaround expense and loss on disposition of assets. We present Adjusted EBITDA because it is a key measure used in material covenants in our credit facility and because it is the starting point for our available cash for distribution. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be substituted for net income or cash flows from operations. Management believes that EBITDA and Adjusted EBITDA enable investors and analysts to better understand our ability to make distributions to our common unitholders and our compliance with the covenants contained in our credit facility. EBITDA and Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

The preliminary financial results presented herein have been prepared by, and are the responsibility of, the Nitrogen Fertilizer Partnership’s management. These amounts reflect the current best estimates as of the date of hereof and may be revised as a result of further review of the results and in connection with the review of the Nitrogen Fertilizer Partnership’s condensed consolidated financial statements. During the course of the preparation of the condensed consolidated financial statements and related notes, additional items that would require material adjustments to be made may be identified. Neither the Nitrogen Fertilizer Partnership’s accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to these estimated results, nor have they expressed any opinion thereon.