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UAN on NYSE

CVR PARTNERS, LP

American agricultural chemicals company based in Sugar Land2

In its 2026 annual report the company says: “The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat.”5 Its shares trade on NYSE under the symbol UAN.2

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Last updated Oct 21, 2026.

Overview

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  • TickerUAN on NYSE2
  • IndustryAgricultural Chemicals2
  • HeadquartersSugar Land, United States2
  • Incorporated inDE3
  • Business address2277 Plaza Drive, Suite 500, Sugar Land, Tx 774793
  • Filer categoryAccelerated filer3
  • Legal formLimited Partnership2
  • Kind of organizationLimited partnership2
  • LEI529900LE0OS06MYQRP112
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 43697772

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CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 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 and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by its wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by its wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “F…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

21.2%Operating margin6
16.3%Net margin6
15.4%Revenue growth, 20256

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product, UAN brought in 62% of the revenue CVR PARTNERS, LP broke down this way in fiscal 2025.

  1. Product, UAN$374.3M662%up 20% from 2024
  2. Product, Ammonia$143.1M624%up 10% from 2024
  3. Products, Other$51.2M68%down 3% from 2024
  4. Product, Urea Products$37.4M66%up 23% from 2024
Products and services by year
Products and services202320242025
Product, UAN$431.5M$312.0M$374.3M
Product, Ammonia$161.0M$130.0M$143.1M
Products, Other$60.3M$52.9M$51.2M
Product, Urea Products$28.7M$30.4M$37.4M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue73¢$442.7M
  • Selling, general and admin6¢$33.6M
  • Other costs5¢$31.1M
  • Income tax0¢$23.0K
  • Profit16¢$98.7M

Out of $606.0M in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$149.6M

Out of $149.6M of cash from operations.6

Financial statements

Revenue789106$606.0M in 2025+50% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $404.2M$404.2M20192020: $350.0M$350.0M2020−13%2021: $532.6M$532.6M2021+52%2022: $835.6M$835.6M2022+57%2023: $681.5M$681.5M2023−18%2024: $525.3M$525.3M2024−23%2025: $606.0M$606.0M2025+15%
Operating income789106$128.7M in 2025+370% since 2019
-$100.0M0$100.0M$200.0M$300.0M$400.0M2019: $27.4M$27.4M20192020: -$34.9M-$34.9M20202021: $134.5M$134.5M20212022: $319.9M$319.9M2022+138%2023: $201.4M$201.4M2023−37%2024: $90.4M$90.4M2024−55%2025: $128.7M$128.7M2025+42%
Net income789106$98.7M in 2025
-$100.0M0$100.0M$200.0M$300.0M2019: -$35.0M-$35.0M20192020: -$98.2M-$98.2M2020+181%2021: $78.2M$78.2M20212022: $286.8M$286.8M2022+267%2023: $172.4M$172.4M2023−40%2024: $60.9M$60.9M2024−65%2025: $98.7M$98.7M2025+62%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Net sales$606.0M$525.3M$681.5M
Cost of materials and other$106.7M$104.1M$134.4M
Direct operating expenses (exclusive of depreciation and amortization)$254.1M$214.2M$234.9M
Depreciation and amortization$81.9M$88.1M$79.7M
Cost of sales$442.7M$406.5M$449.0M
Selling, general and administrative expenses$33.6M$28.4M$29.5M
Loss on asset disposals$1.1M$100.0K$1.5M
Operating income$128.7M$90.4M$201.4M
Interest expense, net-$30.3M-$29.8M-$28.7M
Other income (expense), net$326.0K$453.0K-$33.0K
Income before income taxes$98.6M$61.0M$172.7M
Income tax (benefit) expense-$23.0K$77.0K$289.0K
Net income$98.7M$60.9M$172.4M
Basic earnings per common unit (in dollars per unit)$9.33$5.76$16.31
Diluted earnings per common unit (in dollars per unit)$9.33$5.76$16.31
Basic (in units)10.6M shares10.6M shares10.6M shares
Diluted (in units)10.6M shares10.6M shares10.6M shares

Compare CVR PARTNERS, LP with another company

Corporate structure

CVR PARTNERS, LP is part of a group headed by CVR ENERGY INC. 17 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CVR PARTNERS, LP

  • Carl C. Et Al Icahn Filed SCHEDULE 13D/A on CVR PARTNERS, LP, latest Jun 4, 2025 (6 filings since Mar 18, 2024)
  • Goldman Sachs Filed SC 13G/A on CVR PARTNERS, LP, latest Feb 7, 2023 (2 filings since Feb 2, 2022)
  • Barclays Filed SC 13G on CVR PARTNERS, LP, latest Feb 11, 2022
  • CVR ENERGY INC Sugar Land, Texas
    • CVR PARTNERS, LP Sugar Land, Texas, United States
    • Coffeyville Resources Crude Transportation, LLC Subsidiary · Delaware, United States
    • Coffeyville Resources Nitrogen Fertilizers, LLC Subsidiary · Delaware, United States
    • Coffeyville Resources Refining & Marketing, LLC Subsidiary · Delaware, United States
    • CVR Energy Holdings, Inc. Subsidiary · Delaware, United States
    • CVR FHC, LP Subsidiary · Delaware, United States
    • CVR GP, LLC Subsidiary · Delaware, United States
    • CVR Nitrogen, LP Subsidiary · Delaware, United States
    • CVR Refining CVL, LLC Subsidiary · Delaware, United States
    • CVR Refining WYN, LLC Subsidiary · Delaware, United States
    • CVR Renewables WYN, LLC Subsidiary · Delaware, United States
    • CVR Services, LLC Subsidiary · Delaware, United States
    • CVR Supply & Trading, LLC Subsidiary · Delaware, United States
    • East Dubuque Nitrogen Fertilizers, LLC Subsidiary · Delaware, United States
    • UAN Services, LLC Subsidiary · Delaware, United States
    • Wynnewood Refining Company, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CVR PARTNERS, LP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$69.2M6 Dec 31, 2025$90.9M6 Dec 31, 2024−23.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$82.7M6 Dec 31, 2025$75.6M6 Dec 31, 2024+9.4%
Raw materials$1.1M6 Dec 31, 2025$2.8M6 Dec 31, 2024−61.6%
Finished goods$15.8M6 Dec 31, 2025$17.1M6 Dec 31, 2024−7.2%

Properties, in its own words

Refer to Part I, Item 1, “Facilities” of this Report for more information on our core business properties. CVR Energy also leases property for our executive and marketing offices in Sugar Land, Texas and Kansas City, Kansas, respectively.

Item 2 of the 10-K filed Feb 18, 2026.5

Leadership

Who has led CVR PARTNERS, LP, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. John J. Lipinski2011
  2. Byron R. Kelley2011–2013
  3. Mark A. Pytosh2014–now

Chair

  1. David L. Lamp2017

President

  1. John J. Lipinski2011
  2. Byron R. Kelley2011–2013
  3. Mark A. Pytosh2014–now

Chief financial officer

  1. Edward Morgan2011
  2. Frank A. Pici2012
  3. Susan M. Ball2012
  4. Tracy Dawn Jackson2018
  5. Dane J. Neumann2021

Chief operating officer

  1. Stanley A. Riemann2011–2012
  2. Michael H. Wright Jr.2026–now
201520202025
Board members and other officers (38)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CVR Nitrogen, LP Delaware4
  • Coffeyville Resources Nitrogen Fertilizers, LLC Delaware4
  • East Dubuque Nitrogen Fertilizers, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jul 29, 20268-K Results of operations; Regulation FD disclosure61
  2. Jun 23, 20268-K Executive or director change; Other events62
  3. Apr 29, 20268-K Results of operations; Regulation FD disclosure63
  4. Mar 18, 20268-K Executive or director change; Bylaws or fiscal year changed64
  5. Mar 3, 20268-K Listing notice or transfer65
  6. Feb 18, 20268-K Results of operations; Regulation FD disclosure66
  7. Jan 26, 20268-K Results of operations; Regulation FD disclosure67
  8. Jan 22, 20268-K Executive or director change68
  9. Jan 5, 20268-K Regulation FD disclosure69
  10. Oct 29, 20258-K Results of operations; Regulation FD disclosure70
  11. Jul 30, 20258-K Results of operations; Regulation FD disclosure71
  12. Jun 6, 20258-K Executive or director change; Shareholder vote72
  13. Dec 30, 2014New chief executive Mark A. Pytosh becomes CEO14
  14. Jun 3, 2011New chief executive Byron R. Kelley becomes CEO16
  15. Apr 7, 2011New chief executive John J. Lipinski becomes CEO15

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/202673

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results61
  2. Apr 29, 2026Reported quarterly or annual results63
  3. Feb 18, 2026Reported quarterly or annual results66
  4. Jan 26, 2026Reported quarterly or annual results67
  5. Oct 29, 2025Reported quarterly or annual results70
  6. Jul 30, 2025Reported quarterly or annual results71
  7. Apr 28, 2025Reported quarterly or annual results74
  8. Feb 18, 2025Reported quarterly or annual results75

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

116 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 39 major events, 36 insider forms, 9 large holders, 12 other. The latest 20:

  1. Jul 29, 202610-Q EDGAR
  2. Jul 29, 20268-K EDGAR
  3. Jun 26, 20263 EDGAR
  4. Jun 23, 20268-K EDGAR
  5. Apr 29, 202610-Q EDGAR
  6. Apr 29, 20268-K EDGAR
  7. Mar 26, 20263 EDGAR
  8. Mar 18, 20268-K EDGAR
  9. Mar 3, 20268-K EDGAR
  10. Feb 18, 202610-K EDGAR
  11. Feb 18, 20268-K EDGAR
  12. Jan 26, 20268-K EDGAR
  13. Jan 23, 20263 EDGAR
  14. Jan 22, 20268-K EDGAR
  15. Jan 5, 20268-K EDGAR
  16. Dec 12, 20254 EDGAR
  17. Nov 7, 20253 EDGAR
  18. Nov 7, 20253 EDGAR
  19. Nov 7, 20253 EDGAR
  20. Oct 31, 2025S-3 EDGAR

The 116 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

54 open-market trades by officers, directors and large owners since October 2021: 54 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 22, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy5,021$74.87$375.9KForm 4
Apr 21, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy5,308$73.87$392.1KForm 4
Apr 17, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy5,168$74.55$385.3KForm 4
Apr 16, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy5,168$74.11$383.0KForm 4
Apr 15, 2025ICAHN ENTERPRISES HOLDINGS L.P.10% ownerBuy5,168$73.24$378.5KForm 4
Apr 14, 2025ICAHN ENTERPRISES HOLDINGS L.P.10% ownerBuy4,265$72.05$307.3KForm 4
Apr 11, 2025ICAHN ENTERPRISES HOLDINGS L.P.10% ownerBuy4,343$70.41$305.8KForm 4
Apr 10, 2025ICAHN CARL C10% ownerBuy6,071$68.64$416.7KForm 4
Apr 9, 2025ICAHN CARL C10% ownerBuy6,071$68.30$414.6KForm 4
Apr 8, 2025ICAHN CARL C10% ownerBuy6,071$68.12$413.6KForm 4
Apr 7, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy6,071$66.65$404.6KForm 4
Apr 4, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy5,863$70.52$413.5KForm 4
Apr 3, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy500$74.98$37.5KForm 4
Apr 1, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy31$74.69$2.3KForm 4
Mar 31, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy2,819$74.79$210.8KForm 4
Mar 28, 2025ICAHN ENTERPRISES G.P. INC.10% ownerBuy2,640$74.96$197.9KForm 4
Mar 26, 2025ICAHN CARL C10% ownerBuy180$75.00$13.5KForm 4
Mar 25, 2025ICAHN CARL C10% ownerBuy1,058$75.00$79.3KForm 4
Mar 13, 2025ICAHN ENTERPRISES HOLDINGS L.P.10% ownerBuy3,284$74.80$245.6KForm 4
Mar 12, 2025ICAHN ENTERPRISES HOLDINGS L.P.10% ownerBuy4,124$74.56$307.5KForm 4

All 54 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 68. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Icahn Carl C4,164,274$464.2M5.6%No change
Morgan Stanley438,977$48.9M0.0%−94,378
Jpmorgan Chase & Co187,535$21.1M0.0%+63,465
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.142,552$15.9M0.0%+5,530
UBS Group AG138,304$15.4M0.0%−33,713
Ing Groep Nv83,100$9.3M0.0%+24,000
Oxbow Advisors, LLC70,310$7.8M0.6%+542
De Lisle Partners LLP54,233$6.1M0.7%+600
Natixis45,000$5.0M0.0%No change
Goldman Sachs Group Inc43,626$4.9M0.0%+3,221
LPL Financial LLC32,542$3.6M0.0%+2,226
GraniteShares Advisors LLC27,172$3.0M1.9%+3,570
Osaic Holdings, Inc.19,160$2.1M0.0%+18,615
Bramshill Investments, LLC14,505$1.6M0.1%+187
Jane Street Group, LLC11,474$1.3M0.0%New
Raymond James Financial Inc11,380$1.3M0.0%+528
Susquehanna International Group, Llp10,757$1.2M0.0%−43,936
Royal Bank Of Canada10,519$1.2M0.0%−535
Hussman Strategic Advisors, Inc.10,500$1.2M0.3%New
Advisors Asset Management, Inc.10,490$1.2M0.0%+1,367
Wells Fargo & Company/mn9,791$1.1M0.0%−2,650
Invesco Ltd.9,761$1.1M0.0%New
Mml Investors Services, LLC7,828$872.7K0.0%New
Apollon Wealth Management, LLC7,715$860.1K0.0%−656
SP Asset Management LLC7,546$841.3K0.1%+210

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How CVR PARTNERS, LP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCVR PARTNERS, LP1
  • CIK0001425292
  • Employer ID (EIN)56-26776895
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2870 Agricultural Chemicals1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address2277 Plaza Drive, Suite 500, Sugar Land, TX 774791
  • Phone(281) 207-32001
  • Shares outstanding10,569,637 as of Jul 24, 202612
  • Public float$565.7M as of Jun 30, 20255
  • AuditorGRANT THORNTON LLP, Tulsa, Oklahoma PCAOB ID 248; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceFeb 28, 20081
  • Filings540 in all: 8-K (187), 4 (121), 3 (59), 10-Q (47), SC 13D/A (17), 10-K (15), CORRESP (12), UPLOAD (12)1
    All 31 form types

    425 (11), SC 13G/A (8), SC 13G (6), EFFECT (5), S-1/A (5), S-3 (4), S-1 (3), S-4/A (3), SC 13D (3), SCHEDULE 13D/A (3), 4/A (2), 424B3 (2), 424B4 (2), 8-K/A (2), RW (2), S-8 (2), 10-K/A (1), 8-A12B (1), CERTNYS (1), CT ORDER (1), DEF 14A (1), DEFA14A (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Feb 18, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Apr 22, 2025
    Latest 8-K (8-K) Jul 29, 2026

Securities registered for trading

ClassSymbolExchange
Common units representing limited partner interestsUANNew York Stock Exchange

From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks CVR PARTNERS, LP names in Item 1A of its 10-K filed Feb 18, 2026: 47 risks under these headings, as written.5

  • Risks Related to Our Business
  • Our operations, and nitrogen fertilizer and its feedstock prices, are cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.
  • Nitrogen fertilizer products and our business face intense competition.
  • The dynamic pricing environment for nitrogen fertilizer products, as well as any changes to government policy regarding fertilizer pricing in response thereto, could negatively affect our results of operations.
  • Our business is geographically concentrated and is therefore subject to regional economic downturns and seasonal variations for us or our customers, which may affect our production levels and inventory and working capital levels.
  • Our sales volumes depend on significant customers, and the loss of several significant customers may have a material adverse impact on our results of operations, financial condition and cash flows.
  • Any decline in U.S. agricultural production or limitations on the use of nitrogen fertilizer for agricultural purposes could have a material adverse effect on the sales of nitrogen fertilizer, and on our results of operations, financial condition and cash flows.
  • Compliance with and changes in environmental laws, rules and regulations, including those related to climate change, could result in increased operating costs and capital expenditures and adversely affect our performance.
  • Public health crises have had, and may continue to have, adverse impacts on our business, financial condition, results of operations and liquidity.
  • We are subject to cybersecurity risks and may experience cyber incidents resulting in disruption or harm to our business.
  • Inflation could have adverse effects on our results of operations.
  • The acquisition and expansion strategy of our business involves significant risks that could have a material adverse effect on our results of operations, financial condition and cash flows.
The other 36 risks
  • Internally generated cash flows and other sources of liquidity may not be adequate for our capital needs.
  • Risks Related to Our Facility Operations
  • Any interruption or change in the supply of feedstocks to our Facilities could have a material adverse effect on our results of operations and financial condition.
  • If licensed technology were no longer available or able to be licensed economically or at all, our business may be adversely affected.
  • Our operations are dependent on third-party suppliers, which could have a material adverse effect on our results of operations, financial condition and cash flows.
  • We rely on third-party providers of transportation services, which subjects us to risks and uncertainties beyond our control and that may have a material adverse effect on our results of operations, financial condition and ability to make distributions.
  • Any liability for accidents involving ammonia or other products we produce or transport that cause severe damage to property or injury to the environment and human health could have a material adverse effect on our results of operations, financial condition and ability to make cash distributions.
  • We could incur significant costs in cleaning up contamination.
  • We may be unable to obtain or renew permits or approvals necessary for our operations, which could inhibit our ability to do business.
  • Acts of terror or sabotage, threats of war, armed conflict or war or trade wars may have an adverse impact on our business, our future results of operations and our overall financial performance.
  • Adverse weather conditions or other unforeseen developments could damage our Facilities or logistics assets and impair our ability to produce and deliver our nitrogen fertilizer products.
  • Our Facilities face significant risks due to physical damage hazards, environmental liability risk exposure, and unplanned or emergency partial or total facility shutdowns, which could cause property damage or injuries and a material decline in production which are not fully insured.
  • We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability.
  • Our business may suffer due to the departure of any of our key senior executives or other key employees, and a shortage of skilled labor may make it difficult for us to maintain labor productivity.
  • A portion of our workforce is unionized, and we are subject to the risk of labor disputes, slowdowns or strikes, which may disrupt our business and increase our costs.
  • Risks Related to Our Capital Structure
  • Instability and volatility in the capital, credit and commodity markets in the global economy could negatively impact our business, financial condition, results of operations and cash flows.
  • Our level of indebtedness may affect our ability to operate our business and may have a material adverse effect on our financial condition and results of operations.
  • Covenants in our debt agreements could limit our ability to incur additional indebtedness and engage in certain transactions, as well as limit operational flexibility, which could adversely affect our liquidity and ability to pursue our business strategies.
  • We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our debt obligations that may not be successful.
  • Mr. Carl C. Icahn exerts significant influence over the Partnership through his controlling ownership of CVR Energy and IEP, and his interests or those of CVR Energy or IEP or their affiliates may conflict with the interests of the Partnership and our unitholders.
  • An increase in interest rates may cause our debt service obligations to increase.
  • Risks Related to Our Limited Partnership Structure
  • We may not have sufficient “available cash” to pay any quarterly distribution on common units, or the Board may elect to take reserves or distribute less than all of our available cash.
  • Our partnership agreement has limited our General Partner’s liability, replaces default fiduciary duties, and restricts the remedies available to common unitholders for actions that, without these limitations and reductions, might otherwise constitute breaches of fiduciary duty.
  • Our General Partner, an indirect wholly owned subsidiary of CVR Energy, has fiduciary duties to CVR Energy and its stockholders, and the interests of CVR Energy and its stockholders may differ significantly from, or conflict with, the interests of our public common unitholders.
  • As a publicly traded partnership we qualify for and rely upon certain exemptions from many of the NYSE’s corporate governance requirements.
  • Our public common unitholders have limited voting rights and are not entitled to elect our General Partner or our General Partner’s directors and do not have sufficient voting power to remove our General Partner without CVR Energy’s consent.
  • Common unitholders may have liability to repay distributions.
  • Tax Risks Related to Common Unitholders
  • If the IRS were to treat us as a corporation for U.S. federal income tax purposes or we become subject to entity-level taxation for state tax purposes, our cash available for distribution to our common unitholders would be substantially reduced, likely causing a substantial reduction in the value of our common units.
  • If the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our common unitholders might be substantially reduced and our current and former common unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such common unitholders’ behalf.
  • Our unitholders are required to pay income taxes on their share of our taxable income even if they do not receive any cash distributions from us.
  • Common unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.
  • Non-U.S. common unitholders will be subject to U.S. taxes and withholding with respect to their income and gain from owning our common units.
  • Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences.
  • The IRS may challenge our treatment of each purchaser of our common units as having the same tax benefits without regard to the common units actually purchased, which could adversely affect the value of our common units.
  • Our proration methods may be challenged by the IRS, which could change the allocation of items of income, gain, loss, and deduction among our common unitholders.
  • IRS challenge of certain valuation methodologies we have adopted to determine a unitholder’s allocations of income, gain, loss, and deduction, could adversely affect the value of our common units.
  • Our common unitholders will likely be subject to state and local taxes, as well as income tax return filing requirements, in jurisdictions where they do not live as a result of investing in our common units.

Legal proceedings

In the ordinary course of business, we may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. Large, and sometimes unspecified, damages or penalties may be sought from us in some matters and certain matters may require years to resolve. Refer to Part II, Item 8, Note 11 (“Commitments and Contingencies”) of this Report for further discussion on current litigation matters. Although we cannot provide assurance, we believe that an adverse resolution of the matters described therein would not have a material impact on our liquidity, consolidated financial position, or consolidated results of operations.

The opening of Item 3, Legal Proceedings.5

Sources

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