0001425292-24-000004 | 10-K | XBRL Viewer

Related Party Transactions - Schedule of Distributions Paid (Details) - USD ($) $ / shares in Units, $ in Thousands											3 Months Ended		12 Months Ended
	Nov. 20, 2023	Aug. 21, 2023	May 22, 2023	Mar. 13, 2023	Nov. 21, 2022	Aug. 22, 2022	May 23, 2022	Mar. 14, 2022	Nov. 22, 2021	Aug. 23, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Quarterly distributions per common unit (in dollars per unit)	$ 1.55	$ 4.14	$ 10.43	$ 10.50	$ 1.77	$ 10.05	$ 2.26	$ 5.24	$ 2.93	$ 1.72	$ 0	$ 0	$ 26.62	$ 19.32	$ 4.65
Quarterly distributions Paid	$ 16,383	$ 43,759	$ 110,241	$ 110,981	$ 18,708	$ 106,225	$ 23,887	$ 55,970	$ 31,297	$ 18,372			$ 281,364	$ 204,790	$ 49,669
CVR Energy
Related Party Transaction [Line Items]
Quarterly distributions Paid	6,033	16,113	40,594	40,866	6,889	39,115	8,796	20,394	11,404	6,694			103,605	75,193	18,098
Public Unitholders
Related Party Transaction [Line Items]
Quarterly distributions Paid	$ 10,350	$ 27,646	$ 69,647	$ 70,115	$ 11,819	$ 67,109	$ 15,091	$ 35,576	$ 19,893	$ 11,678			$ 177,759	$ 129,597	$ 31,571

Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Personnel accruals	$ 8,404	$ 7,539
Operating lease liabilities	3,176	2,931
Accrued taxes other than income taxes	1,825	1,789
Sales incentives	1,585	1,772
Accrued interest	1,404	1,404
Share-based compensation	1,195	9,231
Other accrued expenses and liabilities	3,283	3,051
Total other current liabilities	$ 20,872	$ 27,717
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total other current liabilities	Total other current liabilities

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

(4) Property, Plant and Equipment

Property, plant, and equipment, net consisted of the following:


	December 31,
(in thousands)	2023		2022
Machinery and equipment	$	1,446,728	$	1,432,875
Buildings and improvements	18,193		17,461
Automotive equipment	16,208		16,377
Land and improvements	14,959		14,604
Construction in progress	19,075		7,858
Other	2,758		3,035
	1,517,921		1,492,210
Less: Accumulated depreciation and amortization	(756,898)		(681,216)
Total property, plant and equipment, net	$	761,023	$	810,994

For the years ended December 31, 2023, 2022, and 2021, depreciation and amortization expenses were $78.9 million, $81.3 million, and $72.4 million, respectively, and capitalized interest was $0.5 million, $0.8 million, and $0.8 million, respectively. During the years ended December 31, 2023, 2022, and 2021, the Partnership updated the estimated useful lives of certain assets as a result of the turnarounds at our facilities and changes in the granular urea production, which resulted in additional depreciation expense of $0.7 million, $12.7 million and $4.5 million, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Partnership had not identified the existence of an impairment indicator for our long-lived asset groups as outlined under the FASB ASC Topic 360, Property, Plant, and Equipment.

Leases - Schedule of Right of Use Asset and Lease Liability Balances for Operating and Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessee, Operating Lease, Description [Abstract]
Lease liability	$ 12,300
Railcars
Lessee, Operating Lease, Description [Abstract]
ROU asset, net	12,032	$ 10,449
Lease liability	12,032	10,449
Real estate and other
Lessee, Operating Lease, Description [Abstract]
ROU asset, net	2,007	2,370
Lease liability	$ 268	$ 456

Leases - Schedule of Lease Terms and Discount Rates (Details)	Dec. 31, 2023	Dec. 31, 2022
Lease, Weighted Average Remaining Lease Term [Abstract]
Weighted-average remaining lease term	4 years	4 years 3 months 18 days
Lease, Weighted Average Discount Rate [Abstract]
Weighted-average discount rate	6.50%	5.50%

Related Party Transactions - Environmental Agreement (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
The Coffeyville Facility \| Environmental Agreement \| Related Party
Related Party Transaction [Line Items]
Liability recorded under agreement	$ 0	$ 0

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Components of Property, Plant and Equipment, Net

The lives used in computing depreciation for significant asset classes are as follows:


Asset						Range of Useful Lives, in Years
Land improvements						10 to 30
Buildings and improvements						3 to 30
Automotive equipment						5 to 30
Machinery and equipment						1 to 30
Other						3 to 10

Property, plant, and equipment, net consisted of the following:


	December 31,
(in thousands)	2023		2022
Machinery and equipment	$	1,446,728	$	1,432,875
Buildings and improvements	18,193		17,461
Automotive equipment	16,208		16,377
Land and improvements	14,959		14,604
Construction in progress	19,075		7,858
Other	2,758		3,035
	1,517,921		1,492,210
Less: Accumulated depreciation and amortization	(756,898)		(681,216)
Total property, plant and equipment, net	$	761,023	$	810,994

Revenue - Sales to Major Customers (Details) - Total Net Sales - Customer concentration	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Customer One \| Petroleum Segment
Major Customers and Suppliers
Concentration risk	13.00%	16.00%
Customer Two \| Petroleum Segment
Major Customers and Suppliers
Concentration risk	12.00%	14.00%
One Customer
Major Customers and Suppliers
Concentration risk			13.00%

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CVR Energy subsidiary
Related Party Transaction [Line Items]
Expenses from related parties	$ 21,336	$ 24,149	$ 17,293
CVR Services
Related Party Transaction [Line Items]
Expenses from related parties	28,505	32,278	24,424
Related Party
Related Party Transaction [Line Items]
Due to related parties	4,341	4,518
Related Party \| CVR Energy subsidiary
Related Party Transaction [Line Items]
Net sales	4	312	308
Related Party \| CVRP JV
Related Party Transaction [Line Items]
Net sales	$ 3,613	$ 0	$ 0

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Long-Term Debt - Schedule of Credit Facilities Outstanding (Details) - ABL Credit Facility - Line of Credit - Revolving credit facility - USD ($)	Dec. 31, 2023	Sep. 26, 2023
Line of Credit Facility [Line Items]
Total Available Borrowing Capacity	$ 39,008,000	$ 50,000,000
Amount Borrowed	0
Outstanding Letters of Credit	0
Available Capacity	$ 39,008,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Wichita, Kansas

Share-Based Compensation - Schedule of Phantom Unit Award Activity (Details) - CVR Partners LTIP - Phantom Unit Awards - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Units
Non-vested at the beginning of the period (in units)	200,309
Granted (in units)	63,349
Vested (in units)	(154,569)
Forfeited (in units)	(11,219)
Non-vested at the end of the period (in units)	97,870
Weighted- Average Grant Date Fair Value
Non-vested at the beginning of the period (in dollars per unit)	$ 37.58
Granted (in dollars per unit)	63.21
Vested (in dollars per unit)	24.41
Forfeited (in dollars per unit)	37.71
Non-vested at the end of the period (in dollars per unit)	$ 74.95
Aggregate Intrinsic Value	$ 6,410	$ 20,147
Outstanding awards (in shares)	0

Summary of Significant Accounting Policies - Turnaround Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Frequency of planned major maintenance activities	3 years
Turnaround expenses incurred	$ 1.8	$ 33.4	$ 2.9

Long-Term Debt - Schedule of Debt Instrument Redemption (Details) - 6.125% Senior Secured Notes, due June 2028	12 Months Ended
	Dec. 31, 2023
2024
Debt Instrument, Redemption [Line Items]
Redemption of notes, percentage of par value at which notes were repurchased	103.063%
2025
Debt Instrument, Redemption [Line Items]
Redemption of notes, percentage of par value at which notes were repurchased	101.531%
2026 and thereafter
Debt Instrument, Redemption [Line Items]
Redemption of notes, percentage of par value at which notes were repurchased	100.00%

Organization and Nature of Business (Details)	12 Months Ended
Organization and Nature of Business (Details)	Dec. 31, 2023 USD ($) manufacturing_facility shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Feb. 22, 2021 USD ($)
Schedule of Partners' Capital [Line Items]
Number of manufacturing facilities \| manufacturing_facility	2
Percentage of limited partner interest held by the public	63.00%
Stock repurchase program, authorized amount \| $				$ 20,000,000
Common units repurchased on open market (in units) \| shares	0	111,695	24,378
Cost, inclusive of transaction costs, of repurchase of outstanding common units \| $		$ 12,400,000	$ 500,000
Average price per common unit (in dollars per unit) \| $ / shares		$ 110.98	$ 21.69
Amount remaining in authority under Unit Repurchase Program \| $	$ 0
Coffeyville, Kansas
Schedule of Partners' Capital [Line Items]
Number of manufacturing facilities \| manufacturing_facility	1
East Dubuque, Illinois
Schedule of Partners' Capital [Line Items]
Number of manufacturing facilities \| manufacturing_facility	1
CVR Energy \| IEP Energy LLC
Schedule of Partners' Capital [Line Items]
Aggregate ownership percentage	66.00%
CVR Partners \| CVR Services
Schedule of Partners' Capital [Line Items]
Limited partner interest	37.00%
CVR Partners \| CVR GP
Schedule of Partners' Capital [Line Items]
General partner interest	100.00%

Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease expense	$ 4,664	$ 4,230	$ 3,827
Finance lease expense:
Amortization of ROU asset	0	34	102
Interest expense on lease liability	0	0	2
Short-term lease expense	$ 3,022	$ 2,839	$ 1,174

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 172,433	$ 286,801	$ 78,155
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	79,720	82,137	73,480
Amortization of deferred financing costs and original issue discount	754	821	2,799
Loss on asset disposal	1,533	263	948
Loss on debt extinguishment	0	628	8,462
Share-based compensation	8,235	25,264	23,069
Other adjustments	222	(107)	142
Changes in assets and liabilities:
Accounts receivable	27,501	(21,139)	(21,877)
Inventories	6,704	(24,807)	(7,508)
Prepaid expenses and other current assets	1,911	(2,278)	(785)
Accounts payable	(23,831)	(6,577)	11,367
Deferred revenue	(23,491)	(20,502)	26,658
Accrued expenses and other current liabilities	(8,412)	(14,939)	(7,182)
Other long-term assets and liabilities	247	(4,101)	997
Net cash provided by operating activities	243,526	301,464	188,725
Cash flows from investing activities:
Capital expenditures	(24,196)	(44,668)	(20,594)
Proceeds from the sale of assets	0	45	252
Return of equity method investment	21,474	0	0
Net cash used in investing activities	(2,722)	(44,623)	(20,342)
Cash flows from financing activities:
Principal payments on senior secured notes	0	(65,000)	(582,240)
Proceeds on issuance of senior secured notes	0	0	550,000
Payment of deferred financing costs	(500)	(829)	(3,892)
Repurchase of common units	0	(12,398)	(529)
Cash distributions to common unitholders – Affiliates	(103,605)	(75,193)	(18,098)
Cash distribution to common unitholders – Non-affiliates	(177,759)	(129,597)	(31,571)
Other financing activities	0	(1)	(96)
Net cash used in financing activities	(281,864)	(283,018)	(86,426)
Net (decrease) increase in cash and cash equivalents	(41,060)	(26,177)	81,957
Cash and cash equivalents, beginning of period	86,339	112,516	30,559
Cash and cash equivalents, end of period	$ 45,279	$ 86,339	$ 112,516

Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Equity Method Investments [Roll Forward]
Cash distributions		$ (21,474)	$ 0	$ 0
Equity loss	$ (10)
CVRP JV
Equity Method Investments [Roll Forward]
Balance at beginning of period	46,000
Cash contributions	13
Cash distributions	(21,485)
Balance at end of period	24,518	$ 24,518
Transaction costs capitalized	$ 900

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Components of Property, Plant and Equipment, Net

The lives used in computing depreciation for significant asset classes are as follows:


Asset						Range of Useful Lives, in Years
Land improvements						10 to 30
Buildings and improvements						3 to 30
Automotive equipment						5 to 30
Machinery and equipment						1 to 30
Other						3 to 10

Property, plant, and equipment, net consisted of the following:


	December 31,
(in thousands)	2023		2022
Machinery and equipment	$	1,446,728	$	1,432,875
Buildings and improvements	18,193		17,461
Automotive equipment	16,208		16,377
Land and improvements	14,959		14,604
Construction in progress	19,075		7,858
Other	2,758		3,035
	1,517,921		1,492,210
Less: Accumulated depreciation and amortization	(756,898)		(681,216)
Total property, plant and equipment, net	$	761,023	$	810,994

Organization and Nature of Business	12 Months Ended
Organization and Nature of Business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	(1) Organization and Nature of Business CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate and grow its nitrogen fertilizer business. The Partnership produces nitrogen fertilizer products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”). Both facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products, principally urea ammonium nitrate (“UAN”). Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership’s products are sold on a wholesale basis in the United States of America. As used in these financial statements, references to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities, as the context may require. Interest Holders As of December 31, 2023, public common unitholders held approximately 63% of the Partnership’s outstanding limited partner interests; CVR Services, LLC (“CVR Services”), a wholly-owned subsidiary of CVR Energy, held the remaining approximately 37% of the Partnership’s outstanding limited partner interests; and CVR GP, LLC (“General Partner”), a wholly owned subsidiary of CVR Energy, held 100% of the Partnership’s general partner interest. As of December 31, 2023, Icahn Enterprises L.P. and its affiliates owned approximately 66% of the common stock of CVR Energy. Unit Repurchase Program On May 6, 2020, the board of directors of the Partnership’s general partner (the “Board”), on behalf of the Partnership, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021. The Unit Repurchase Program, as increased, authorized the Partnership to repurchase up to $20 million of the Partnership’s common units. During the year ended December 31, 2023, the Partnership did not repurchase any common units. During the years ended December 31, 2022 and 2021, the Partnership repurchased 111,695 and 24,378 common units, respectively, on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $12.4 million and $0.5 million, respectively, exclusive of transaction costs, or an average price of $110.98 and $21.69 per common unit, respectively. As of December 31, 2023, the Partnership, considering all repurchases made since inception of the Unit Repurchase Program, had a nominal authorized amount remaining under the Unit Repurchase Program. This Unit Repurchase Program does not obligate the Partnership to purchase any common units and may be cancelled, modified, or terminated by the Board at any time. On February 20, 2024, the Board, on behalf of the Partnership, terminated the nominal authority remaining under the Unit Repurchase Program. Management and Operations The Partnership, including the General Partner, is managed by a combination of the Board, the general partner’s executive officers, CVR Services (as sole member of the general partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, the General Partner, CVR Energy, and certain of their respective subsidiaries, including a service agreement. See Note 12 (“Related Party Transactions”) for further discussion. Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the general partner’s directors or officers, whether on an annual or continuing basis or otherwise. Section 45Q Transaction Certain carbon oxide capture and sequestration activities conducted at or in connection with the Coffeyville Facility qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”). In January 2023, CVR Partners and its subsidiary entered into a series of agreements with CapturePoint LLC, an unaffiliated Texas limited liability company, and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor, described in Revenue Procedure 2020-12, for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030 (the “45Q Transaction”). Among other items, the 45Q Transaction resulted in the creation of a joint venture entity, CVR-CapturePoint Parent LLC (“CVRP JV”), which was accounted for by the Partnership as an equity-method investment. See Note 5 (“Equity Method Investments”) for further discussion. Subsequent Events The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of these consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common units issued (in units)	10,569,637	10,569,637
Common units outstanding (in units)	10,569,637	10,569,637

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Right of Use Asset and Lease Liability Balances for Operating and Finance Leases

The following table summarizes the ROU asset and lease liability balances for the Partnership’s operating leases at December 31, 2023 and 2022. There were no finance lease balances at December 31, 2023 and 2022.


(in thousands)	December 31, 2023		December 31, 2022

ROU asset, net

Railcars	$	12,032		$	10,449
Real estate and other	2,007			2,370
Lease liability

Railcars	12,032			10,449
Real estate and other	268			456

Schedule of Lease Expense, Terms, and Discount Rates

For the years ended December 31, 2023, 2022, and 2021, we recognized lease expense comprised of the following components:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Operating lease expense	$	4,664	$	4,230	$	3,827

Finance lease expense:
Amortization of ROU asset	—		34		102
Interest expense on lease liability	—		—		2
Short-term lease expense	3,022		2,839		1,174

The following outlines the remaining lease terms and discount rates used in the measurement of the ROU assets and lease liabilities of the Partnership’s operating leases at December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Weighted-average remaining lease term	4.0 years			4.3 years
Weighted-average discount rate	6.5	%		5.5	%

Schedule of Remaining Minimum Lease Payments for Operating Leases

The following summarizes the remaining minimum operating lease payments through maturity of the Partnership’s lease liabilities at December 31, 2023:


(in thousands)	Operating Leases
Year Ending December 31,
2024	$	3,816
2025	3,389
2026	3,128
2027	2,844
2028	790
Thereafter	—
Total lease payments	13,967
Less: imputed interest	(1,667)
Total lease liability	$	12,300

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of CVR Partners and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Reclassifications

Certain immaterial reclassifications have been made within the consolidated financial statements for prior periods to conform with current presentation.

Use of Estimates

The consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are reviewed on an ongoing basis, based on currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits, and investments in highly liquid money market accounts with original maturities of three months or less. We maintain cash and cash equivalent balances with a single financial institution, which may at times be in excess of federally insured levels.

Accounts Receivable, net

Accounts receivable, net primarily consists of customer accounts receivable recorded at the invoiced amounts and generally do not bear interest. Allowances for doubtful accounts are based on historical loss experience, expected credit losses from current economic conditions, and management’s expectations of future economic conditions. The allowance is recorded when the receivable is deemed uncollectible and is booked to bad debt expense. The largest concentration of credit for any one customer was approximately 40% and 45% of the Accounts receivable, net balance at December 31, 2023 and 2022, respectively. There was no bad debt expense for the years ended December 31, 2023 and 2022, respectively. For the year ended December 31, 2021, bad debt expense was $0.2 million.

Inventories

Inventories consist of fertilizer products and raw materials (primarily pet coke), which are valued at the lower of GAAP First-In, First-Out (“FIFO”) cost or net realizable value. Inventories also include parts and supplies that are valued at the weighted moving-average cost, which approximates FIFO. The cost of inventories includes inbound freight costs.

Property, Plant and Equipment, net

Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost. Expenditures for improvements that increase economic benefit or returns and/or extend useful life are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for significant asset classes are as follows:


Asset						Range of Useful Lives, in Years
Land improvements						10 to 30
Buildings and improvements						3 to 30
Automotive equipment						5 to 30
Machinery and equipment						1 to 30
Other						3 to 10

Leasehold improvements and assets held under finance leases are depreciated or amortized utilizing the straight-line method over the shorter of the contractual lease term or the estimated useful life of the asset. Expenditures for routine maintenance and repair costs are expensed when incurred and are reported in Direct operating expenses (exclusive of depreciation and amortization) in the Partnership’s Consolidated Statements of Operations.

Equity Method Investments

The Partnership accounts for investments in which it has a noncontrolling interest, yet has significant influence over the entity, using the equity method of accounting, whereby the Partnership records its pro-rata share of earnings, contributions to, and distributions from joint ventures as adjustments to the investment balance in Other long-term assets on our Consolidated Balance Sheets. The pro-rata share of earnings is also recorded in Other (expense) income, net on our Consolidated Statements of Operations.

Leases

At inception, the Partnership determines whether an arrangement is a lease and, if so, the appropriate lease classification. Operating leases are included as operating lease right-of-use (“ROU”) assets within Other long-term assets and lease liabilities within Other current liabilities and Other long-term liabilities on our Consolidated Balance Sheets. When applicable, finance leases are included as ROU finance leases within Property, plant, and equipment, net, and finance lease liabilities within Other current liabilities and Long-term debt, net of current portion on our Consolidated Balance Sheets. Leases with an initial expected term of 12 months or less are considered short-term and are not recorded on our Consolidated Balance Sheets. The Partnership recognizes lease expense for these leases on a straight-line basis over the expected lease term.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term using an incremental borrowing rate with a maturity similar to the lease term. The lease term is modified to reflect options to extend or terminate the lease when it is reasonably certain we will exercise such option. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise, in which case the depreciation policy in the “Property, Plant and Equipment, net” section above is applicable. The periodic lease payments are treated as payments of the lease obligation and interest is recorded as interest expense. A lease modification is assessed to conclude whether it is a separate new contract or a modified contract. If it is a modified contract, the Partnership reconsiders the lease classification and remeasures the lease.

Deferred Financing Costs

Lender and other third-party costs associated with debt issuances are deferred and amortized to interest expense and other financing costs using the effective-interest method over the term of the debt. Deferred financing costs related to line-of-credit arrangements are amortized using the straight-line method through the maturity date of the facility. The deferred financing costs are included net within Long-term debt, net and in Other long-term liabilities for the line-of-credit arrangements where no debt balance exists.

Impairment of Long-Lived Assets

Long-lived assets (excluding intangible assets with indefinite lives and deferred tax assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds their fair value. Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell.

Asset Retirement Obligations

The Partnership records an asset retirement obligation (“ARO”) at fair value for the estimated cost to retire a tangible long-lived asset at the time the liability is incurred, which is generally when the asset is purchased, constructed, or leased. The liability is recorded when there is a legal or contractual obligation to incur costs to retire the asset and only when a reasonable estimate of the fair value can be made.

Certain of the Partnership’s assets can be used for extended or indeterminate periods of time with proper maintenance and upgrades, which the Partnership intends, and has a historical practice of, to maintain and upgrade as technological advances are made available. As a result, the Partnership believes these assets have indeterminate lives for purposes of estimating AROs. A liability will be recognized at such time when sufficient information exists to estimate a date or range of potential settlement dates needed to employ a present value technique to estimate fair value.

Loss Contingencies

In the ordinary course of business, CVR Partners may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Partnership accrues liabilities for these matters if the Partnership has determined that it is probable a loss will be incurred and the loss can be reasonably estimated. Accrued amounts, if any, are reflected in Other current liabilities or Other long-term liabilities on our Consolidated Balance Sheets depending on when the Partnership expects to expend such amounts. As of December 31, 2023 and 2022, there are no matters or contingencies that require recognition or disclosure.

Environmental, Health & Safety (“EH&S”) Matters

The Partnership is subject to various stringent federal, state, and local environmental, health, and safety rules and regulations. Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, internal and third-party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to periodic management review and revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties. Environmental expenditures for capital assets are capitalized at the time of the expenditure when such costs provide future economic benefits. Accrued amounts, if any, are reflected in Other current liabilities or Other long-term liabilities on our Consolidated Balance Sheets depending on when the Partnership expects to expend such amounts. As of December 31, 2023 and 2022, no liabilities have been recognized for environmental remediation matters, as no matters have been identified that are considered to be probable and estimable.

Revenue Recognition

The Partnership’s revenue is generated from contracts with customers and is recognized at a point in time when performance obligations are satisfied by transferring control of the products or services to a customer. The transfer of control occurs upon delivery of the product, as the customer accepts the product, has title and significant risks and rewards of ownership of the product, physical possession of the product has been transferred, and we have the right to payment.

The transaction prices of the Partnership’s contracts are either fixed or based on market indices, and any uncertainty related to the variable consideration when determining the transaction price is resolved on the pricing date or the date when the product is delivered. The payment terms depend on the product and type of contract, but generally require customers to pay within 30 days or less, and do not contain significant financing components.

Any pass-through finished goods delivery costs reimbursed by customers are reported in Net sales, while an offsetting expense is included in Cost of materials and other. Non-monetary product exchanges which are entered into in the normal course of business are included on a net cost basis in Cost of materials and other on our Consolidated Statements of Operations. Qualifying excise and other taxes collected from customers and remitted to governmental authorities are recorded as a reduction of the transaction price.

Certain sales contracts require customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts.

Cost Classifications

Cost of materials and other consists primarily of freight and distribution expenses, feedstock expenses, purchased ammonia, and purchased hydrogen. Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services, including turnaround expenses, and environmental and safety compliance costs, as well as catalyst and chemical costs. Each of these financial statement line items are also impacted by changes in inventory balances, as they include inventory production costs. Direct operating expenses also include allocated share-based compensation from CVR Energy and its subsidiaries. Selling, general and administrative expenses consist primarily of legal expenses, treasury, accounting, marketing, human resources, information technology, and maintaining the corporate and administrative offices in Texas and Kansas.

Fair Value of Financial Instruments

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), the Partnership utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities, or a group of assets or liabilities, such as a business.

Topic 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•Level 1 — Quoted prices in active markets for identical assets or liabilities

•Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)

•Level 3 — Significant unobservable inputs (including the Partnership’s own assumptions in determining the fair value)

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and operating lease obligations are carried at cost and approximate their estimated fair value. The Partnership may enter into forward contracts with fixed or indexed delivery prices to purchase portions of its natural gas requirements. These natural gas contracts are not treated as derivatives as they qualify for the normal purchase and normal sale exclusions. Accordingly, the fair value of these contracts are not recorded at the end of each reporting period.

Turnaround Expenses

Turnarounds represent major maintenance activities that require the shutdown of significant parts of a plant to perform necessary inspections, cleanings, repairs, and replacements of assets. Costs incurred for routine repairs and maintenance or unplanned outages at our facilities are expensed as incurred. Planned turnaround activities vary in frequency dependent on our facilities, but generally occur every three years.

The Partnership follows the direct-expense method of accounting for turnaround activities. Costs associated with these turnaround activities are included in Direct operating expenses (exclusive of depreciation and amortization) on our Consolidated Statements of Operations. During the years ended December 31, 2023, 2022, and 2021, the Partnership incurred turnaround expenses of $1.8 million, $33.4 million, and $2.9 million, respectively.

Share-Based Compensation

The Partnership accounts for share-based compensation in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Currently, all of the Partnership’s share-based compensation awards are liability-classified and are measured at fair value at the end of each reporting period based on the applicable closing unit price. Compensation expense will fluctuate based on changes in the applicable unit price value and expense reversals resulting from employee terminations prior to award vesting. There were no dilutive awards outstanding during the years ended December 31, 2023, 2022, and 2021.

Income Taxes

The Partnership is not a taxable entity for federal income tax purposes or states that follow the federal income tax treatment of partnerships. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships. These taxes are accounted for utilizing the asset and liability approach. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between the amounts recorded in the accounting books and their respective tax basis. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled.

Allocation of Costs

CVR Energy and its subsidiaries provide a variety of services to the Partnership, including employee benefits provided through CVR Energy’s benefit plans, administrative services provided by CVR Energy’s employees and management, insurance, and office space leased by CVR Energy. As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership. These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are classified on our Consolidated Statements of Operations as either Direct operating expenses (exclusive of depreciation and amortization) or as Selling, general and administrative expenses.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In December 2023, FASB issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Partnership beginning January 1, 2025 with early adoption permitted. The Partnership is evaluating the effects of adopting this new accounting guidance on its disclosures but does not currently expect adoption will have a material impact on the Partnership’s consolidated financial statements. The Partnership does not intend to early adopt this ASU.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which includes requirements for more robust disclosures of significant segment expenses and measures of a segment’s profit and loss used in assessing performance. This standard is effective for the Partnership’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 with early adoption permitted. The Partnership is still evaluating the effects of adopting this new accounting guidance on its disclosures.

Commitments - Schedule of Minimum Required Payments for Unconditional Purchase Obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Unconditional Purchase Obligations
2024	$ 3,731
2025	3,723
2026	3,723
2027	3,723
2028	3,723
Thereafter	38,778
Unconditional Purchase Obligations	$ 57,401

Long-Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Long-Term Debt

(8) Long-Term Debt

Long-term debt, net consists of the following:


	December 31,
(in thousands)	2023		2022
6.125% Senior Secured Notes, due June 2028 (1)	$	550,000	$	550,000
Unamortized debt issuance costs	(2,692)		(3,200)

Total long-term debt	$	547,308	$	546,800

(1)The estimated fair value of the 2028 Notes, defined below, was approximately $513.1 million and $493.3 million as of December 31, 2023 and 2022, respectively. The fair value estimate is a Level 2 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.

Credit Agreements


(in thousands)	Total Available Borrowing Capacity		Amount Borrowed as of December 31, 2023		Outstanding Letters of Credit		Available Capacity as of December 31, 2023		Maturity Date
ABL Credit Facility	$	39,008	$	—	$	—	$	39,008	September 26, 2028

6.125% Senior Secured Notes due June 2028

On June 23, 2021, CVR Partners and Finance Co. (the “Issuers”), completed a private offering of $550 million aggregate principal amount of 6.125% Senior Secured Notes due June 2028 (the “2028 Notes”). Interest on the 2028 Notes is payable semi-annually in arrears on June 15 and December 15 each year, commencing on December 15, 2021. The 2028 Notes mature on June 15, 2028, unless earlier redeemed or repurchased by the Issuers. The 2028 Notes are jointly and severally guaranteed on a senior secured basis by all the existing domestic subsidiaries of CVR Partners, excluding Finance Co.

We may, at our option, at any time and from time to time prior to June 15, 2024, on any one or more occasions, redeem all or part of the 2028 Notes at a price equal to 100% of the principal amount plus a “make whole” premium, plus accrued and unpaid interest. On or after June 15, 2024, we may, on any one or more occasions, redeem all or part of the 2028 Notes at the

redemption prices set forth below, expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.


12-month period beginning June 15,						Percentage
2024						103.063%
2025						101.531%
2026 and thereafter						100.000%

The 2028 Notes contain customary covenants for a financing of this type that, among other things, restricts CVR Partners’ ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership’s units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue disqualified stock; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from CVR Partners’ restricted subsidiaries to CVR Partners; (vii) consolidate, merge or transfer all or substantially all of CVR Partners’ assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. The 2028 Notes contains a permitted investment activity carveout that allows for the transfer of certain carbon capture assets to a joint venture for the purpose of monetizing potential tax credits. In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least 25% of the 2028 Notes to cause the acceleration of the 2028 Notes, in addition to the pursuit of other available remedies.

ABL Credit Agreement

On September 26, 2023, CVR Partners and certain of its subsidiaries entered into Amendment No. 1 to the Credit Agreement (the “ABL Amendment”) with Wells Fargo Bank National Association, a national banking association, as the administrative agent, collateral agent, and lender. The ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “ABL Credit Facility”), by and among the credit parties thereto and Wells Fargo, as administrative agent, collateral agent and a lender, to, among other things, (i) increase the aggregate principal amount available under the credit facility by an additional $15.0 million to a total of $50.0 million in the aggregate, with an incremental facility of an additional $15.0 million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional four years to September 26, 2028. The ABL Credit Facility provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $3.5 million for swingline loans and $10.0 million for letters of credit. The proceeds of the loans may be used for general corporate purposes of the Partnership and its subsidiaries. The foregoing description of the ABL Amendment does not purport to be complete and is qualified in its entirety by its terms, which is furnished as an exhibit to this Report.

Loans under the Partnership’s ABL Credit Facility bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.615% plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615% plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865% plus SOFR or (b) 0.865% plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115% plus SOFR or (b) 1.115% plus a base rate, otherwise. The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.

The ABL Credit Facility contains customary covenants for a financing of this type and requires the Partnership in certain circumstances to comply with a minimum fixed charge coverage ratio test and contains other restrictive covenants that limit the ability of the Partnership and its subsidiaries ability to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue certain equity interests, create subsidiaries and unrestricted subsidiaries, and create certain restrictions on the ability to make distributions, loans, and asset transfers among the Partnership or its subsidiaries.

Covenant Compliance

The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of December 31, 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Other Current Liabilities

Other current liabilities were as follows:


	December 31,
(in thousands)	2023		2022
Personnel accruals	$	8,404	$	7,539
Operating lease liabilities	3,176		2,931
Accrued taxes other than income taxes	1,825		1,789
Sales incentives	1,585		1,772
Accrued interest	1,404		1,404
Share-based compensation	1,195		9,231


Other accrued expenses and liabilities	3,283		3,051
Total other current liabilities	$	20,872	$	27,717

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Schedule of supplemental cash flow information

Cash flows related to income taxes, interest, leases, and capital expenditures and deferred financing costs included in accounts payable are as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Supplemental disclosures:
Cash paid for income taxes, net of refunds	$	281	$	110	$	27
Cash paid for interest	34,083		35,164		51,369
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	3,786		3,474		3,652
Operating cash flows from finance leases	—		—		2
Financing cash flows from finance leases	—		—		96
Noncash investing and financing activities:
Change in capital expenditures included in accounts payable	4,885		(3,222)		5,092
Change in deferred financing costs included in accounts payable	—		—		675

Commitments

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments

(11) Commitments

Unconditional Purchase Obligations

The minimum required payments for unconditional purchase obligations as defined in ASC 440, Commitments, are as follows:


(in thousands)	Unconditional Purchase Obligations
Year Ending December 31,
2024	$	3,731
2025	3,723
2026	3,723
2027	3,723
2028	3,723
Thereafter	38,778
	$	57,401

Expenses associated with these obligations are included in Direct operating expenses (exclusive of depreciation and amortization), and, for the years ended December 31, 2023, 2022, and 2021, totaled $3.7 million, $3.8 million, and $3.9 million, respectively.

Equity Method Investments (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments


(in thousands)	CVRP JV
Balance at inception	$	46,000
Cash contributions	13
Cash distributions (1)	(21,485)
Equity loss	(10)
Balance at December 31, 2023	$	24,518

(1)Of this amount, approximately $0.9 million related to incremental costs associated with obtaining the CO Contract were capitalized and included in Prepaid expenses and other current assets and Other long-term assets on our Consolidated Balance Sheets.

Related Party Transactions - Coffeyville MSA (Details) - The Coffeyville Facility	12 Months Ended
	Dec. 31, 2023 T Mcf
Hydrogen Purchase and Sale Agreement \| CRNF \| Hydrogen
Related Party Transaction [Line Items]
Monthly production volume of product to be delivered (in mscf) \| Mcf	90,000
Coke Supply Agreement \| Petroleum coke
Related Party Transaction [Line Items]
Percentage of annual production of pet coke to be delivered	100.00%
Annual production of pet coke (in tons) \| T	500,000
Raw Water and Facilities Sharing \| CRNF
Related Party Transaction [Line Items]
Percentage interest in water rights	50.00%
Raw Water and Facilities Sharing \| CRRM
Related Party Transaction [Line Items]
Percentage interest in water rights	50.00%

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Subsequent Events

The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of these consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred.

Principles of Consolidation

Reclassifications

Certain immaterial reclassifications have been made within the consolidated financial statements for prior periods to conform with current presentation.

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable, net

Inventories

Property, Plant and Equipment, net


Asset						Range of Useful Lives, in Years
Land improvements						10 to 30
Buildings and improvements						3 to 30
Automotive equipment						5 to 30
Machinery and equipment						1 to 30
Other						3 to 10

Equity Method Investments

Leases

Deferred Financing Costs

Impairment of Long-Lived Assets

Asset Retirement Obligations

Loss Contingencies

Environmental, Health & Safety ("EH&S") Matters

Environmental, Health & Safety (“EH&S”) Matters

Revenue Recognition and Cost Classifications

Revenue Recognition

Cost Classifications

Fair Value of Financial Instruments

•Level 1 — Quoted prices in active markets for identical assets or liabilities

•Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)

•Level 3 — Significant unobservable inputs (including the Partnership’s own assumptions in determining the fair value)

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and operating lease obligations are carried at cost and approximate their estimated fair value.

Turnaround Expenses

Share-Based Compensation

Income Taxes

Allocation of Costs

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

(9) Revenue

The following table presents the Partnership’s revenue, disaggregated by major products:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Ammonia	$	161,004	$	199,523	$	146,140
UAN	431,451		556,519		316,014
Urea products	28,730		33,506		28,746
Net sales, exclusive of freight and other	621,185		789,548		490,900
Freight revenue (1)	42,096		34,770		31,419
Other revenue (2)	18,196		11,266		10,262
Total revenue	$	681,477	$	835,584	$	532,581

(1)Freight revenue recognized by the Partnership represents the pass-through finished goods delivery costs incurred prior to customer acceptance and are reimbursed by customers. An offsetting expense for freight is included in Cost of materials and other.

(2)Includes revenue from (i) nitric acid sales and (ii) carbon oxide sales, including sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term through April 2030. Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery.

Remaining Performance Obligations

We have spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). We do not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.

As of December 31, 2023, the Partnership had approximately $9.7 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize $3.4 million of these performance obligations as revenue by the end of 2024, an additional $3.2 million in 2025, and the remaining balance thereafter.

Contract Balances

A summary of the deferred revenue activity for the year ended December 31, 2023 is presented below:


(in thousands)
Balance at December 31, 2022	$	47,516
Add:
New prepay contracts entered into during the period	50,956
Noncash consideration received as part of the 45Q Transaction	46,000
Less:
Revenue recognized that was included in the contract liability balance at the beginning of the period	(46,438)
Revenue recognized related to contracts entered into during the period	(41,254)
Revenue recognized related to noncash consideration	(6,345)
Other changes	(1,328)
Total deferred revenue at December 31, 2023	49,107
Less: Current portion of deferred revenue	(15,796)
Total long-term deferred revenue	$	33,311

Major Customers

CVR Partners had two customers that accounted for 10% or more of net sales at approximately 13% and 12% for the year ended December 31, 2023, and 16% and 14% for the year ended December 31, 2022. CVR Partners had one customer who comprised 13% of net sales for the year ended December 31, 2021.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Summary of Significant Accounting Policies - Share-Based Compensation (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Dilutive awards outstanding (in shares)	0	0	0

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands	Total	General Partner Interest	Common Units
Balance (in units) at Dec. 31, 2020			10,705,710
Balance at Dec. 31, 2020	$ 314,241	$ 1	$ 314,240
Increase (Decrease) in Shareholders' Equity
Net income	78,155		$ 78,155
Repurchase of common units (in units)			(24,378)
Repurchase of common units	(529)		$ (529)
Cash distributions to common unitholders – Affiliates	(18,098)		(18,098)
Cash distributions to common unitholders – Non-affiliates	(31,571)		$ (31,571)
Balance (in units) at Dec. 31, 2021			10,681,332
Balance at Dec. 31, 2021	342,198	1	$ 342,197
Increase (Decrease) in Shareholders' Equity
Net income	286,801		$ 286,801
Repurchase of common units (in units)			(111,695)
Repurchase of common units	(12,398)		$ (12,398)
Cash distributions to common unitholders – Affiliates	(75,193)		(75,193)
Cash distributions to common unitholders – Non-affiliates	(129,597)		$ (129,597)
Balance (in units) at Dec. 31, 2022			10,569,637
Balance at Dec. 31, 2022	411,811	1	$ 411,810
Increase (Decrease) in Shareholders' Equity
Net income	172,433		172,433
Cash distributions to common unitholders – Affiliates	(103,605)		(103,605)
Cash distributions to common unitholders – Non-affiliates	(177,759)		$ (177,759)
Balance (in units) at Dec. 31, 2023			10,569,637
Balance at Dec. 31, 2023	$ 302,880	$ 1	$ 302,879

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net sales	$ 681,477	$ 835,584	$ 532,581
Operating costs and expenses:
Cost of materials and other	134,377	130,913	98,345
Direct operating expenses (exclusive of depreciation and amortization)	234,916	270,167	198,714
Depreciation and amortization	79,720	82,137	73,480
Cost of sales	449,013	483,217	370,539
Selling, general and administrative expenses	29,523	32,192	26,615
Loss on asset disposal	1,533	263	948
Operating income	201,408	319,912	134,479
Other (expense) income:
Interest expense, net	(28,653)	(34,065)	(60,978)
Other (expense) income, net	(33)	1,114	4,711
Income before income tax expense	172,722	286,961	78,212
Income tax expense	289	160	57
Net income	$ 172,433	$ 286,801	$ 78,155
Basic earnings per common unit (in dollars per unit)	$ 16.31	$ 27.07	$ 7.31
Diluted earnings per common unit (in dollars per unit)	$ 16.31	$ 27.07	$ 7.31
Weighted-average common units outstanding:
Basic (in units)	10,570	10,593	10,685
Diluted (in units)	10,570	10,593	10,685

Long-Term Debt - Schedule of Components of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Unamortized discount and debt issuance costs	$ (2,692)	$ (3,200)
Total long-term debt	547,308	546,800
6.125% Senior Secured Notes, due June 2028 \| Level 2
Debt Instrument [Line Items]
Estimated fair value of total long-term debt outstanding	$ 513,100	493,300
Senior Notes \| 6.125% Senior Secured Notes, due June 2028
Debt Instrument [Line Items]
Debt instrument, percentage rate	6.125%
Total long-term debt, net of current portion, before debt issuance costs and discount	$ 550,000	$ 550,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 45,279	$ 86,339
Accounts receivable, net	41,893	90,448
Inventory, Net	69,165	77,518
Prepaid expenses and other current assets	9,532	11,399
Total current assets	165,869	265,704
Property, plant, and equipment, net	761,023	810,994
Other long-term assets	48,440	23,704
Total assets	975,332	1,100,402
Current liabilities:
Deferred revenue	15,796	47,516
Other current liabilities	20,872	27,717
Total current liabilities	75,473	126,057
Long-term liabilities:
Long-term debt, net	547,308	546,800
Long-term deferred revenue	33,311	0
Other long-term liabilities	16,360	15,734
Total long-term liabilities	596,979	562,534
Commitments and contingencies (See Note 11)
Partners’ capital:
Common unitholders, 10,569,637 and 10,569,637 units issued and outstanding as of December 31, 2023 and 2022, respectively	302,879	411,810
General partner interest	1	1
Total partners’ capital	302,880	411,811
Total liabilities and partners’ capital	975,332	1,100,402
Nonrelated Party
Current liabilities:
Accounts payable	33,486	45,522
Related Party
Current liabilities:
Accounts payable	$ 5,319	$ 5,302

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

(6) Leases

Lease Overview

We lease railcars and certain facilities to support the Partnership’s operations. Most of our leases include one or more renewal options to extend the lease term, which can be exercised at our sole discretion. Certain leases also include options to purchase the leased asset. Additionally, certain of our lease agreements include rental payments, which are adjusted periodically for factors such as inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Furthermore, we do not have any material lessor or sub-leasing arrangements.

Balance Sheet Summary as of December 31, 2023 and 2022


(in thousands)	December 31, 2023		December 31, 2022

ROU asset, net

Railcars	$	12,032		$	10,449
Real estate and other	2,007			2,370
Lease liability

Railcars	12,032			10,449
Real estate and other	268			456

Lease Expense Summary for the Years Ended December 31, 2023, 2022, and 2021

We recognize operating lease expense on a straight-line basis over the lease term within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other and finance lease expense on a straight-line basis

over the lease term within Depreciation and amortization. For the years ended December 31, 2023, 2022, and 2021, we recognized lease expense comprised of the following components:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Operating lease expense	$	4,664	$	4,230	$	3,827

Finance lease expense:
Amortization of ROU asset	—		34		102
Interest expense on lease liability	—		—		2
Short-term lease expense	3,022		2,839		1,174

Lease Terms and Discount Rates


	December 31, 2023		December 31, 2022
Weighted-average remaining lease term	4.0 years			4.3 years
Weighted-average discount rate	6.5	%		5.5	%

Maturities of Lease Liabilities

The following summarizes the remaining minimum operating lease payments through maturity of the Partnership’s lease liabilities at December 31, 2023:


(in thousands)	Operating Leases
Year Ending December 31,
2024	$	3,816
2025	3,389
2026	3,128
2027	2,844
2028	790
Thereafter	—
Total lease payments	13,967
Less: imputed interest	(1,667)
Total lease liability	$	12,300

The Partnership has entered into the following material lease commitments that have not yet commenced:

•On February 21, 2022, CRNF entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”). Under the Messer Agreement, among other obligations, Messer is obligated to supply oxygen and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for oxygen from Messer’s facility. This arrangement for CRNF’s purchase of oxygen from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output, which includes oxygen, nitrogen and compressed air, of Messer’s on-site production from its air separation unit over the life of the Messer Agreement. The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Facility. The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel. Based on terms outlined in the Messer Agreement, the Partnership expects the lease of the Oxygen Storage Vessel to be classified as a finance lease with an estimated amount within the range of $20 million to $25 million being capitalized

upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the second half of 2024.

Leases

(6) Leases

Lease Overview

Balance Sheet Summary as of December 31, 2023 and 2022


(in thousands)	December 31, 2023		December 31, 2022

ROU asset, net

Railcars	$	12,032		$	10,449
Real estate and other	2,007			2,370
Lease liability

Railcars	12,032			10,449
Real estate and other	268			456

Lease Expense Summary for the Years Ended December 31, 2023, 2022, and 2021

over the lease term within Depreciation and amortization. For the years ended December 31, 2023, 2022, and 2021, we recognized lease expense comprised of the following components:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Operating lease expense	$	4,664	$	4,230	$	3,827

Finance lease expense:
Amortization of ROU asset	—		34		102
Interest expense on lease liability	—		—		2
Short-term lease expense	3,022		2,839		1,174

Lease Terms and Discount Rates


	December 31, 2023		December 31, 2022
Weighted-average remaining lease term	4.0 years			4.3 years
Weighted-average discount rate	6.5	%		5.5	%

Maturities of Lease Liabilities

The following summarizes the remaining minimum operating lease payments through maturity of the Partnership’s lease liabilities at December 31, 2023:


(in thousands)	Operating Leases
Year Ending December 31,
2024	$	3,816
2025	3,389
2026	3,128
2027	2,844
2028	790
Thereafter	—
Total lease payments	13,967
Less: imputed interest	(1,667)
Total lease liability	$	12,300

The Partnership has entered into the following material lease commitments that have not yet commenced:

upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the second half of 2024.

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income	$ 172,433	$ 286,801	$ 78,155

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Related Party Transactions - Omnibus Agreement (Details)	Dec. 31, 2023
Related Party Transactions [Abstract]
Percent ownership threshold	50.00%

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Feb. 16, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-35120
Entity Registrant Name	CVR Partners, LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	56-2677689
Entity Address, Address Line One	2277 Plaza Drive, Suite 500
Entity Address, City or Town	Sugar Land
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77479
City Area Code	281
Local Phone Number	207-3200
Title of 12(b) Security	Common units representing limited partner interests
Trading Symbol	UAN
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 535.7
Entity Common Stock, Shares Outstanding		10,569,637
Entity Central Index Key	0001425292
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY

Share-Based Compensation - Additional Information (Details)		12 Months Ended
	Dec. 22, 2021 USD ($) tradingDay $ / shares	Dec. 31, 2023 USD ($) plan shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Liabilities for unvested awards related to employees		$ 1,195,000	$ 9,231,000
Outstanding liability		$ 8,404,000	7,539,000
Number of plans \| plan		2
Employer match of employee contribution of the first 6% of the participant's contribution		100.00%
Percentage of eligible compensation, matched by employer		6.00%
Vesting schedule for employer's matching funds		3 years
Matching contributions made during the year		$ 2,400,000	2,300,000	$ 0
CVR Partners LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant \| shares		500,000
Phantom Units and Incentive Unit Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares right to receive cash payment on vesting equal to fair market value is received per award (in shares) \| shares		1
Vesting period		3 years
Phantom Units and Incentive Unit Awards \| Share-Based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.33%
Phantom Units and Incentive Unit Awards \| Share-Based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.33%
Phantom Units and Incentive Unit Awards \| Share-Based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.33%
Phantom Unit Awards \| CVR Partners LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense		$ 5,400,000
Weighted-average period for amortization of unrecognized compensation cost		1 year 9 months 18 days
Compensation expense (benefit)		$ 6,400,000	25,700,000	27,000,000
Liabilities for unvested awards related to employees		1,500,000	9,700,000
Amount paid to settle liability-classified awards upon vesting		12,600,000	17,700,000	11,100,000
Phantom Unit Awards \| CVR Partners LTIP \| CVR Energy
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Liabilities for unvested awards related to employees		500,000	3,800,000
Amount paid to settle liability-classified awards upon vesting		5,200,000	7,000,000	4,400,000
Incentive Unit Awards \| CVR Energy
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense (benefit)		3,400,000	5,300,000	2,300,000
Liabilities for unvested awards related to employees		0	0
Share-based liabilities paid		0	0	0
Performance Unit Awards \| Performance Unit Award Agreement \| CVR Energy \| Executive Chairman
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense		2,000,000
Compensation expense (benefit)		0	0	$ (600,000)
Maximum cash payment	$ 10,000,000
Period for determination of cash payment value \| tradingDay	30
Maximum price per share to trigger maximum cash payment (in dollars per share) \| $ / shares	$ 60
Outstanding liability		$ 0	$ 0

Related Party Transactions - Corporate MSA (Details)	12 Months Ended
Related Party Transactions - Corporate MSA (Details)	Dec. 31, 2023
Corporate MSA
Related Party Transaction [Line Items]
Prior written notice required to terminate Corporate MSA	90 days

Property, Plant and Equipment - Schedule of Components of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant, and Equipment
Gross property, plant and equipment	$ 1,517,921	$ 1,492,210
Less: Accumulated depreciation and amortization	(756,898)	(681,216)
Total property, plant and equipment, net	761,023	810,994
Machinery and equipment
Property, Plant, and Equipment
Gross property, plant and equipment	1,446,728	1,432,875
Buildings and improvements
Property, Plant, and Equipment
Gross property, plant and equipment	18,193	17,461
Automotive equipment
Property, Plant, and Equipment
Gross property, plant and equipment	16,208	16,377
Land and improvements
Property, Plant, and Equipment
Gross property, plant and equipment	14,959	14,604
Construction in progress
Property, Plant, and Equipment
Gross property, plant and equipment	19,075	7,858
Other
Property, Plant, and Equipment
Gross property, plant and equipment	$ 2,758	$ 3,035

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt, net consists of the following:


	December 31,
(in thousands)	2023		2022
6.125% Senior Secured Notes, due June 2028 (1)	$	550,000	$	550,000
Unamortized debt issuance costs	(2,692)		(3,200)

Total long-term debt	$	547,308	$	546,800

Credit Agreements


(in thousands)	Total Available Borrowing Capacity		Amount Borrowed as of December 31, 2023		Outstanding Letters of Credit		Available Capacity as of December 31, 2023		Maturity Date
ABL Credit Facility	$	39,008	$	—	$	—	$	39,008	September 26, 2028

Schedule of Debt Instrument Redemption

On or after June 15, 2024, we may, on any one or more occasions, redeem all or part of the 2028 Notes at the

redemption prices set forth below, expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.


12-month period beginning June 15,						Percentage
2024						103.063%
2025						101.531%
2026 and thereafter						100.000%

Summary of Significant Accounting Policies - Environmental, Health & Safety (“EH&S”) Matters (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Liabilities recognized for environmental remediation matters	$ 0	$ 0

Equity Method Investments - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 21, 2024	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2023
Schedule of Equity Method Investments [Line Items]
Return of equity method investment			$ 21,474	$ 0	$ 0
CVRP JV
Schedule of Equity Method Investments [Line Items]
Ownership percentage						50.00%
Equity method investments, fair value						$ 46,000
Return of equity method investment		$ 21,485
CVRP JV \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Return of equity method investment	$ 2,200

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Related Party Transactions

Activity associated with the Partnership’s related party arrangements for the years ended December 31, 2023, 2022, and 2021 is summarized below:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Sales to related parties: (1)
CVR Energy subsidiary	$	4	$	312	$	308
CVRP JV	3,613		—		—
Expenses from related parties: (2)
CVR Energy subsidiary	21,336		24,149		17,293
CVR Services	28,505		32,278		24,424


	December 31,
	2023		2022
Due to related parties (3)	$	4,341	$	4,518

(1)Sales to related parties, included in Net sales in our consolidated financial statements, consist of (a) sales of feedstocks and services under the Coffeyville MSA and (b) CO sales to CVRP JV and its subsidiaries.

(2)Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our consolidated financial statements, consist primarily of purchases of pet coke and hydrogen under the Coffeyville MSA and management and other professional services from CVR Services under the Corporate MSA.

(3)Due to related parties, included in Accounts payable to affiliates, consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA.

Schedule of Distributions Paid

The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, as of December 31, 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding):



				Quarterly Distributions Paid (in thousands)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total
2022 - 4th Quarter	March 13, 2023	$	10.50	$	70,115	$	40,866	$	110,981
2023 - 1st Quarter	May 22, 2023	10.43		69,647		40,594		110,241
2023 - 2nd Quarter	August 21, 2023	4.14		27,646		16,113		43,759
2023 - 3rd Quarter	November 20, 2023	1.55		10,350		6,033		16,383
Total 2023 quarterly distributions		$	26.62	$	177,759	$	103,605	$	281,364



				Quarterly Distributions Paid (in thousands)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total
2021 - 4th Quarter	March 14, 2022	$	5.24	$	35,576	$	20,394	$	55,970
2022 - 1st Quarter	May 23, 2022	2.26		15,091		8,796		23,887
2022 - 2nd Quarter	August 22, 2022	10.05		67,109		39,115		106,225
2022 - 3rd Quarter	November 21, 2022	1.77		11,819		6,889		18,708
Total 2022 quarterly distributions		$	19.32	$	129,597	$	75,193	$	204,790



				Quarterly Distributions Paid (in thousands)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total


2021 - 2nd Quarter	August 23, 2021	$	1.72	$	11,678	$	6,694	$	18,372
2021 - 3rd Quarter	November 22, 2021	2.93		19,893		11,404		31,297
Total 2021 quarterly distributions		$	4.65	$	31,571	$	18,098	$	49,669

Leases - Additional Information (Details) $ in Millions	12 Months Ended
Leases - Additional Information (Details) $ in Millions	Dec. 31, 2023 option	Feb. 21, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of options to extend lease term \| option	1
Minimum
Lessee, Lease, Description [Line Items]
Financing lease not yet commenced, amount expected to be capitalized at commencement		$ 20
Maximum
Lessee, Lease, Description [Line Items]
Financing lease not yet commenced, amount expected to be capitalized at commencement		$ 25

Revenue - Remaining performance obligations (Details) $ in Millions	Dec. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 9.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, period	1 year
Remaining performance obligation	$ 3.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, period	1 year
Remaining performance obligation	$ 3.2

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

(10) Share-Based Compensation

Overview

CVR Partners has a Long-Term Incentive Plan (“CVR Partners LTIP”) which permits the granting of options, stock and unit appreciation rights (“SARs”), restricted shares, restricted stock units, phantom units, unit awards, substitute awards, other unit-based awards, cash awards, dividend and distribution equivalent rights, share awards, and performance awards (including performance share units, performance units, and performance-based restricted stock). Individuals who are eligible to receive awards under or in connection with the CVR Partners LTIP include any director, officer, employee, employee candidate, consultant, or advisor of the Partnership, its subsidiaries, or its parent. The Partnership had 0.5 million shares available for future grants under the CVR Partners LTIP at December 31, 2023.

CVR Partners’ Phantom Unit Awards and Compensation Expense

Phantom unit awards that have been granted to officers, employees, and directors (the “Share-Based Awards”) reflect the value and distributions of CVR Partners, as applicable. Each Share-Based Award and the related distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit, in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid, as applicable, from the grant date through the vesting date, subject to the terms of the applicable award agreement. The Share-Based Awards are generally graded-vesting awards, which vest over three years with one-third of the award vesting each year provided the grantee remains employed by the Partnership and its subsidiaries on the applicable vesting date. Compensation expense is recognized ratably, based on service provided to the Partnership and its subsidiaries, with the amount recognized fluctuating as a result of the Share-Based Awards being remeasured to fair value at the end of each reporting period due to their liability-award classification.

A summary of phantom unit award activity during the year ended December 31, 2023 is presented below:


(in thousands, except per unit data)	Units (1)	Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value




Non-vested at December 31, 2022	200,309	$	37.58	$	20,147
Granted	63,349	63.21
Vested	(154,569)	24.41
Forfeited	(11,219)	37.71
Non-vested at December 31, 2023	97,870	$	74.95	$	6,410

(1)As of December 31, 2023, there are no outstanding awards under the CVR Partners LTIP, and the only outstanding and unvested phantom awards are issued in connection with, not under, the CVR Partners LTIP.

Unrecognized compensation expense associated with the phantom units at December 31, 2023 was approximately $5.4 million, which is expected to be recognized over a weighted average period of 1.8 years. Compensation expense recorded for the years ended December 31, 2023, 2022, and 2021 related to these awards was $6.4 million, $25.7 million, and $27.0 million, respectively.

As of December 31, 2023 and 2022, the Partnership had a liability of $1.5 million and $9.7 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2023, 2022, and 2021, paid $12.6 million, $17.7 million, and $11.1 million, respectively, to settle liability-classified awards upon vesting.

As of December 31, 2023 and 2022, CVR Energy had a liability associated with Share-Based Awards of $0.5 million and $3.8 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2023, 2022, and 2021, paid $5.2 million, $7.0 million, and $4.4 million, respectively, to settle liability-classified awards upon vesting under the CVR Partners LTIP.

Incentive Unit Awards — CVR Energy

CVR Energy grants awards of incentive units and dividend equivalent rights to certain of its officers and employees and those of its subsidiaries, including officers and employees of the Partnership’s subsidiaries, who provide shared services for CVR Energy and its subsidiaries. Costs related to these incentive unit awards are allocated to the Partnership based on time spent on Partnership business. Total compensation expense allocated to the Partnership for the years ended December 31, 2023, 2022, and 2021 related to the incentive units was $3.4 million, $5.3 million and $2.3 million, respectively.

The Partnership had no separate liabilities related to these incentive unit awards as of December 31, 2023 and 2022, as the allocation of compensation expense for incentive unit awards is part of the amount charged to the Partnership under the Corporate Master Service Agreement (“Corporate MSA”). For the years ended December 31, 2023, 2022, and 2021, the Partnership had no reimbursements related to its allocated portion of CVR Energy’s incentive unit awards payments. See Note 12 (“Related Party Transactions”) for further discussion of the Corporate MSA.

Performance Unit Awards

Pursuant to the amended employment agreement, effective December 22, 2021, with the Executive Chairman of our General Partner, CVR Energy amended the performance award agreement (the “Performance Unit Award Agreement”). The Performance Unit Award Agreement represents the right to receive upon vesting, a cash payment equal to $10.0 million if the average closing price of CVR Energy’s common stock over the 30-day trading period from January 6, 2025 through February 20, 2025 is equal to or greater than $60 per share. Under the Performance Unit Award Agreement, no compensation costs were recognized for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, the Partnership recognized a benefit of $0.6 million. Under the Performance Unit Award Agreement, as of December 31, 2023 and 2022, the Partnership had no outstanding liability. Once the performance parameters are probable of being met under the Performance Unit Award Agreement, the Partnership’s allocated portion of unrecognized compensation costs would be approximately $2.0 million.

Other Benefit Plans

CVR Energy sponsors and administers two defined contribution 401(k) plans, the CVR Energy 401(k) Plan and the CVR Energy 401(k) Plan for Represented Employees (collectively, the “Plans”), in which employees of the general partner, CVR Partners and its subsidiaries may participate. Participants in the Plans may elect to contribute a designated percentage of their eligible compensation in accordance with the Plans, subject to statutory limits. CVR Partners provides a matching contribution of 100% of the first 6% of eligible compensation contributed by participants. Participants in both Plans are immediately vested in their individual contributions. The Plans provide for a three-year vesting schedule for the Partnership’s matching contributions and contain a provision to count service with predecessor organizations. The Partnership had contributions under the Plans of $2.4 million and $2.3 million for the years ended December 31, 2023 and 2022, respectively. The Partnership did not contribute under the Plans during the year ended December 31, 2021, as the Partnership’s matching contributions for the Plans were suspended effective January 1, 2021 and resumed effective January 1, 2022.

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Partnership’s revenue, disaggregated by major products:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Ammonia	$	161,004	$	199,523	$	146,140
UAN	431,451		556,519		316,014
Urea products	28,730		33,506		28,746
Net sales, exclusive of freight and other	621,185		789,548		490,900
Freight revenue (1)	42,096		34,770		31,419
Other revenue (2)	18,196		11,266		10,262
Total revenue	$	681,477	$	835,584	$	532,581

Schedule of Deferred Revenue Activity

A summary of the deferred revenue activity for the year ended December 31, 2023 is presented below:


(in thousands)
Balance at December 31, 2022	$	47,516
Add:
New prepay contracts entered into during the period	50,956
Noncash consideration received as part of the 45Q Transaction	46,000
Less:
Revenue recognized that was included in the contract liability balance at the beginning of the period	(46,438)
Revenue recognized related to contracts entered into during the period	(41,254)
Revenue recognized related to noncash consideration	(6,345)
Other changes	(1,328)
Total deferred revenue at December 31, 2023	49,107
Less: Current portion of deferred revenue	(15,796)
Total long-term deferred revenue	$	33,311

Long-Term Debt - Additional Information (Details) - USD ($)			27 Months Ended
	Sep. 26, 2023	Jun. 23, 2021	Dec. 31, 2023
6.125% Senior Secured Notes, due June 2028 \| 2024
Debt Instrument [Line Items]
Redemption of notes, percentage of par value at which notes were repurchased		100.00%
6.125% Senior Secured Notes, due June 2028 \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, percentage rate			6.125%
Debt instrument face amount		$ 550,000,000
ABL Credit Facility \| Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Incremental facility, increase limit	$ 15,000,000
Aggregate principal amount of availability (up to)	$ 50,000,000		$ 39,008,000
Extended term	4 years
ABL Credit Facility \| Line of Credit \| Revolving credit facility \| Quarterly Excess Availability Greater Than 75% \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate			1.615%
ABL Credit Facility \| Line of Credit \| Revolving credit facility \| Quarterly Excess Availability Greater Than 75% \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.615%
ABL Credit Facility \| Line of Credit \| Revolving credit facility \| Quarterly Excess Availability Not Greater Than 50% \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate			2.115%
ABL Credit Facility \| Line of Credit \| Revolving credit facility \| Quarterly Excess Availability Not Greater Than 50% \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			1.115%
ABL Credit Facility \| Line of Credit \| Revolving credit facility \| Quarterly Excess Availability Greater Than 50% But Less Than 75% \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate			1.865%
ABL Credit Facility \| Line of Credit \| Revolving credit facility \| Quarterly Excess Availability Greater Than 50% But Less Than 75% \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.865%
ABL Credit Facility \| Line of Credit \| Swingline Loan
Debt Instrument [Line Items]
Aggregate principal amount of availability (up to)	$ 3,500,000
ABL Credit Facility \| Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Aggregate principal amount of availability (up to)	$ 10,000,000
9.25% Senior Secured Notes due June 2023 \| Senior Notes
Debt Instrument [Line Items]
Minimum percentage of notes held in order to cause acceleration of notes upon occurrence of events of default			25.00%

Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Other Current Liabilities

(7) Other Current Liabilities

Other current liabilities were as follows:


	December 31,
(in thousands)	2023		2022
Personnel accruals	$	8,404	$	7,539
Operating lease liabilities	3,176		2,931
Accrued taxes other than income taxes	1,825		1,789
Sales incentives	1,585		1,772
Accrued interest	1,404		1,404
Share-based compensation	1,195		9,231


Other accrued expenses and liabilities	3,283		3,051
Total other current liabilities	$	20,872	$	27,717

Related Party Transactions - Distributions (Details) - USD ($) $ / shares in Units, $ in Millions													3 Months Ended		12 Months Ended
	Mar. 11, 2024	Feb. 20, 2024	Nov. 20, 2023	Aug. 21, 2023	May 22, 2023	Mar. 13, 2023	Nov. 21, 2022	Aug. 22, 2022	May 23, 2022	Mar. 14, 2022	Nov. 22, 2021	Aug. 23, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Record date duration from end of each quarter															60 days
Quarterly distributions per common unit (in dollars per unit)			$ 1.55	$ 4.14	$ 10.43	$ 10.50	$ 1.77	$ 10.05	$ 2.26	$ 5.24	$ 2.93	$ 1.72	$ 0	$ 0	$ 26.62	$ 19.32	$ 4.65
Subsequent Event
Related Party Transaction [Line Items]
Distributions declared per common unit (in dollars per unit)		$ 1.68
Distributions declared		$ 17.8
CVR Energy \| Forecast \| Subsequent Event
Related Party Transaction [Line Items]
Proceeds from distribution	$ 6.5

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following:


	December 31,
(in thousands)	2023		2022
Finished goods	$	15,015	$	28,630
Raw materials	2,472		3,116
Parts, supplies and other	51,678		45,772
Total inventories	$	69,165	$	77,518

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 681,477	$ 835,584	$ 532,581
Net sales, exclusive of freight and other
Disaggregation of Revenue [Line Items]
Net sales	621,185	789,548	490,900
Ammonia
Disaggregation of Revenue [Line Items]
Net sales	161,004	199,523	146,140
UAN
Disaggregation of Revenue [Line Items]
Net sales	431,451	556,519	316,014
Urea products
Disaggregation of Revenue [Line Items]
Net sales	28,730	33,506	28,746
Freight revenue
Disaggregation of Revenue [Line Items]
Net sales	42,096	34,770	31,419
Other revenue
Disaggregation of Revenue [Line Items]
Net sales	$ 18,196	$ 11,266	$ 10,262

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Summary of Significant Accounting Policies - Accounts Receivable, net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Bad debt expense	$ 0	$ 0	$ 200,000
Accounts receivable \| Credit concentration \| One Customer
Accounts, Notes, Loans and Financing Receivable [Line Items]
Largest concentrations of credit for any one customer	40.00%	45.00%

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Initial depreciation and amortization expense	$ 78.9	$ 81.3	$ 72.4
Interest costs capitalized	0.5	0.8	0.8
Additional depreciation and amortization expense	$ 0.7	$ 12.7	$ 4.5

Summary of Significant Accounting Policies - Property, Plant and Equipment, net (Details)	Dec. 31, 2023
Land and improvements \| Minimum
Property, Plant, and Equipment
Useful life (in years)	10 years
Land and improvements \| Maximum
Property, Plant, and Equipment
Useful life (in years)	30 years
Buildings and improvements \| Minimum
Property, Plant, and Equipment
Useful life (in years)	3 years
Buildings and improvements \| Maximum
Property, Plant, and Equipment
Useful life (in years)	30 years
Automotive equipment \| Minimum
Property, Plant, and Equipment
Useful life (in years)	5 years
Automotive equipment \| Maximum
Property, Plant, and Equipment
Useful life (in years)	30 years
Machinery and equipment \| Minimum
Property, Plant, and Equipment
Useful life (in years)	1 year
Machinery and equipment \| Maximum
Property, Plant, and Equipment
Useful life (in years)	30 years
Other \| Minimum
Property, Plant, and Equipment
Useful life (in years)	3 years
Other \| Maximum
Property, Plant, and Equipment
Useful life (in years)	10 years

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Supplemental disclosures:
Cash paid for income taxes, net of refunds	$ 281	$ 110	$ 27
Cash paid for interest	34,083	35,164	51,369
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	3,786	3,474	3,652
Operating cash flows from finance leases	0	0	2
Financing cash flows from finance leases	0	0	96
Noncash investing and financing activities:
Change in capital expenditures included in accounts payable	4,885	(3,222)	5,092
Change in deferred financing costs included in accounts payable	$ 0	$ 0	$ 675

Commitments - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Expenses related to agreement	$ 3.7	$ 3.8	$ 3.9

Equity Method Investments

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

(5) Equity Method Investments

As part of the 45Q Transaction, the Partnership received a 50% ownership interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer. The Partnership applied the variable interest entity (“VIE”) model under FASB ASC Topic 810, Consolidation, to its variable interest in CVRP JV and determined that CVRP JV is a VIE. While the Partnership concluded it is not the primary beneficiary of CVRP JV, it does have significant influence over CVRP JV’s operating and financial policies and, therefore, applied the equity method of accounting for its investment in CVRP JV.

The Partnership valued the equity interest received using a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples. The Partnership determined the estimated fair value of the consideration received to be $46.0 million, which was a non-recurring Level 3 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, based on the use of the Partnership’s own assumptions described above. There were no transfers into or out of Level 3 during the year ended December 31, 2023.

The Partnership deferred the recognition of the noncash consideration received and has recognized such revenue as the performance obligation associated with the CO Contract is satisfied. Refer to Note 9 (“Revenue”) for further discussion. The Partnership has elected to record its share of the earnings or loss of CVRP JV one quarter in arrears. Distributions received from CVRP JV will reduce the Partnership’s equity method investment and will be recorded in the period they are received. The investment in CVRP JV is presented within Other long-term assets on our Consolidated Balance Sheets.


(in thousands)	CVRP JV
Balance at inception	$	46,000
Cash contributions	13
Cash distributions (1)	(21,485)
Equity loss	(10)
Balance at December 31, 2023	$	24,518

As a result of exceeding certain carbon oxide capture and sequestration milestones during 2023, in February 2024, the Partnership received a $2.2 million distribution from CVRP JV which will be recognized in the first quarter of 2024.

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

(13) Supplemental Cash Flow Information

Cash flows related to income taxes, interest, leases, and capital expenditures and deferred financing costs included in accounts payable are as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Supplemental disclosures:
Cash paid for income taxes, net of refunds	$	281	$	110	$	27
Cash paid for interest	34,083		35,164		51,369
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	3,786		3,474		3,652
Operating cash flows from finance leases	—		—		2
Financing cash flows from finance leases	—		—		96
Noncash investing and financing activities:
Change in capital expenditures included in accounts payable	4,885		(3,222)		5,092
Change in deferred financing costs included in accounts payable	—		—		675

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Related Party Transactions - Terminal and Operating Agreement (Details) - Terminal and Operating Agreement - The Coffeyville Facility	12 Months Ended
	Dec. 31, 2023 USD ($) $ / T
Related Party Transaction [Line Items]
Prior written notice required to terminate initial lease term	180 days
Automatic renewal of agreement, term of each successive renewal	5 years
Prior written notice required to terminate renewal lease term	180 days
Amount required to pay per year for rent \| $	$ 1.00
Amount required to pay per ton of UAN placed into the terminal (in dollars per ton)	4.00
Amount required to pay per ton of UAN taken out of the terminal (in dollars per ton)	4.00

Inventory - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 15,015	$ 28,630
Raw materials	2,472	3,116
Parts, supplies and other	51,678	45,772
Total inventories	$ 69,165	$ 77,518

Inventory

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventory

(3) Inventory

Inventories consisted of the following:


	December 31,
(in thousands)	2023		2022
Finished goods	$	15,015	$	28,630
Raw materials	2,472		3,116
Parts, supplies and other	51,678		45,772
Total inventories	$	69,165	$	77,518

Leases - Schedule of Remaining Minimum Lease Payments for Operating Leases (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 3,816
2025	3,389
2026	3,128
2027	2,844
2028	790
Thereafter	0
Total lease payments	13,967
Less: imputed interest	(1,667)
Total lease liability	$ 12,300

Commitments (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of minimum required payments for unconditional purchase obligations

The minimum required payments for unconditional purchase obligations as defined in ASC 440, Commitments, are as follows:


(in thousands)	Unconditional Purchase Obligations
Year Ending December 31,
2024	$	3,731
2025	3,723
2026	3,723
2027	3,723
2028	3,723
Thereafter	38,778
	$	57,401

Revenue - Schedule of Deferred Revenue Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Change in Contract with Customer, Liability [Roll Forward]
Balance at beginning of period	$ 47,516
Add:
New prepay contracts entered into during the period	50,956
Noncash consideration received as part of the 45Q Transaction	46,000
Less:
Revenue recognized that was included in the contract liability balance at the beginning of the period	(46,438)
Revenue recognized related to contracts entered into during the period	(41,254)
Revenue recognized related to noncash consideration	(6,345)
Other changes	(1,328)
Balance at end of period	49,107
Less: Current portion of deferred revenue	(15,796)	$ (47,516)
Total long-term deferred revenue	$ 33,311	$ 0

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

(12) Related Party Transactions

Limited Partnership Agreement

The Partnership’s general partner manages the Partnership’s operations and activities as specified in CVR Partners’ limited partnership agreement. The General Partner is managed by its board of directors. The partnership agreement provides that the Partnership will reimburse the General Partner for all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership, including salary, bonus, incentive compensation, and other amounts paid to any person to perform services for the Partnership or for its general partner in connection with operating the Partnership.

Omnibus Agreement

We are party to an omnibus agreement with CVR Energy and our general partner, pursuant to which we have agreed that CVR Energy will have a preferential right to acquire any assets or group of assets that do not constitute assets used in a fertilizer restricted business. In determining whether to exercise any preferential right under the omnibus agreement, CVR Energy will be permitted to act in its sole discretion, without any fiduciary obligation to us or the unitholders whatsoever. These obligations will continue so long as CVR Energy owns at least 50% of our general partner. There was no activity reported under this agreement during the years ended 2023, 2022, and 2021.

Coffeyville MSA

The Coffeyville MSA provides for monthly payments, subject to netting, for all goods and services supplied under the Coffeyville MSA and is in effect until terminated in writing, in whole or in part, by either party, or until terminated automatically in the event a party falls out of common control with the other party. The Coffeyville MSA provides the following services:

•Cross Easements - Both CRNF and the CVR Energy Subsidiary can access and utilize each other’s land in certain circumstances in order to operate their respective businesses.

•Hydrogen Purchase and Sale - The CVR Energy Subsidiary agrees to sell and deliver a committed hydrogen volume of 90,000 mscf per month to CRNF, and CRNF has the option to purchase excess volume from the CVR Energy Subsidiary, if available.

•Raw Water and Facilities Sharing - CRNF and the CVR Energy Subsidiary are each owners of an undivided one-half interest in and to the water rights and agree to (i) allocate raw water resources between CVR Energy’s Coffeyville refinery and our Coffeyville Facility and (ii) provide for the management of the water intake system which draws raw water from the Verdigris River for both our Coffeyville Facility and CVR Energy’s Coffeyville refinery.

•Pet Coke Supply - The CVR Energy Subsidiary must deliver an annual required amount of pet coke equal to the lesser of (i) 100 percent of the pet coke or (ii) 500,000 tons of pet coke. Our Coffeyville Facility has the option to purchase any excess of pet coke production at the purchase price provided for in the agreement.

•Feedstock and Shared Services - CRNF and the CVR Energy Subsidiary provide feedstock and other services to one another which are utilized in the respective production processes at each of their respective facilities.

•Lease - CRNF leases certain office and laboratory space from the CVR Energy Subsidiary.

Corporate MSA

Under the Corporate MSA, the General Partner and the Partnership and its subsidiaries, as “service recipients” thereunder, obtain certain management and other administrative and professional services from CVR Services. The Corporate MSA provides for payment by each service recipient, including the General Partner and the Partnership and its subsidiaries, of a monthly fee for goods and services supplied thereunder, subject to netting and an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup. Any party may terminate the Corporate MSA upon at least 90 days’ notice.

Environmental Agreement

CRNF and certain of CVR Energy’s subsidiaries are parties to an environmental agreement which provides for certain indemnification and access rights in connection with environmental matters affecting CVR Energy’s Coffeyville refinery and the Coffeyville Facility. To the extent that liability arises from environmental contamination that is caused by the Coffeyville refinery but is also commingled with environmental contamination caused by CRNF, the Coffeyville refinery may elect, in its sole discretion and at its own cost and expense, to perform government mandated environmental activities relating to such liability, subject to certain conditions and provided that it does not waive any rights to indemnification or compensation otherwise provided for in the agreement. No liability under this agreement was recorded as of December 31, 2023 and 2022.

Terminal and Operating Agreement

CRNF entered into a lease and operating agreement with an affiliated CVR Energy subsidiary, under which it leases the premises located at Phillipsburg, Kansas to be utilized as a UAN terminal. The initial term of the agreement will expire in May 2032, provided, however, CRNF may terminate the lease at any time during the initial term by providing 180 days prior written notice. In addition, this agreement will automatically renew for successive five-year terms, provided that CRNF may terminate the agreement during any renewal term with at least 180 days written notice. Under the terms of this agreement, CRNF will pay $1.00 per year for rent, $4.00 per ton of UAN placed into the terminal, and $4.00 per ton of UAN taken out of the terminal.

Related Party Activity

Activity associated with the Partnership’s related party arrangements for the years ended December 31, 2023, 2022, and 2021 is summarized below:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Sales to related parties: (1)
CVR Energy subsidiary	$	4	$	312	$	308
CVRP JV	3,613		—		—
Expenses from related parties: (2)
CVR Energy subsidiary	21,336		24,149		17,293
CVR Services	28,505		32,278		24,424


	December 31,
	2023		2022
Due to related parties (3)	$	4,341	$	4,518

(3)Due to related parties, included in Accounts payable to affiliates, consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA.

Distributions to CVR Partners’ Unitholders

The Board has a policy for the Partnership to distribute all available cash, as determined by the Board in its sole discretion, generated on a quarterly basis. Cash distributions are made to the common unitholders of record on the applicable record date, generally within 60 days after the end of each quarter. Available Cash for Distribution for each quarter is determined by the Board following the end of such quarter.

Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution, are subject to change at the discretion of the Board. The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, as of December 31, 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding):



				Quarterly Distributions Paid (in thousands)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total
2022 - 4th Quarter	March 13, 2023	$	10.50	$	70,115	$	40,866	$	110,981
2023 - 1st Quarter	May 22, 2023	10.43		69,647		40,594		110,241
2023 - 2nd Quarter	August 21, 2023	4.14		27,646		16,113		43,759
2023 - 3rd Quarter	November 20, 2023	1.55		10,350		6,033		16,383
Total 2023 quarterly distributions		$	26.62	$	177,759	$	103,605	$	281,364



				Quarterly Distributions Paid (in thousands)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total
2021 - 4th Quarter	March 14, 2022	$	5.24	$	35,576	$	20,394	$	55,970
2022 - 1st Quarter	May 23, 2022	2.26		15,091		8,796		23,887
2022 - 2nd Quarter	August 22, 2022	10.05		67,109		39,115		106,225
2022 - 3rd Quarter	November 21, 2022	1.77		11,819		6,889		18,708
Total 2022 quarterly distributions		$	19.32	$	129,597	$	75,193	$	204,790



				Quarterly Distributions Paid (in thousands)
Related Period	Date Paid	Quarterly Distributions Per Common Unit		Public Unitholders		CVR Energy		Total


2021 - 2nd Quarter	August 23, 2021	$	1.72	$	11,678	$	6,694	$	18,372
2021 - 3rd Quarter	November 22, 2021	2.93		19,893		11,404		31,297
Total 2021 quarterly distributions		$	4.65	$	31,571	$	18,098	$	49,669

There were no quarterly distributions declared or paid by the Partnership related to the first quarter of 2021 and the fourth quarter of 2020.

For the fourth quarter of 2023, the Partnership, upon approval by the Board on February 20, 2024, declared a distribution of $1.68 per common unit, or $17.8 million, which is payable March 11, 2024 to unitholders of record as of March 4, 2024. Of this amount, CVR Energy will receive approximately $6.5 million, with the remaining amount payable to public unitholders.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 850
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of the Phantom Unit Award Activity

A summary of phantom unit award activity during the year ended December 31, 2023 is presented below:


(in thousands, except per unit data)	Units (1)	Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value




Non-vested at December 31, 2022	200,309	$	37.58	$	20,147
Granted	63,349	63.21
Vested	(154,569)	24.41
Forfeited	(11,219)	37.71
Non-vested at December 31, 2023	97,870	$	74.95	$	6,410