Jay Finks - VP, Finance Jack Lipinski - CEO and President Susan Ball - CFO and Treasurer.

Edward Westlake - Credit Suisse Neil Mehta - Goldman Sachs Jeffrey Dietert - Simmons.

Greetings, and welcome to the CVR Energy First Quarter 2015 Conference Call. At this time all participants are in listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder this conference is being recorded.

It is now my pleasure to turn the conference over to your host, Jay Finks, Vice President of Finance. Jay, please go ahead..

Thank you, Kevin and good afternoon. We very much appreciate you joining us this afternoon for our CVR Energy first quarter 2015 earnings call. With me are Jack Lipinski, our Chief Executive Officer; and Susan Ball, our Chief Financial Officer.

Prior to discussing our 2015 first quarter results let me remind you that this conference call may contain forward-looking statements as that term is defined under federal securities laws. For this purpose any statements made during this call, that are not statements of historical facts may be deemed to be forward-looking statements.

Without limiting the foregoing, the words outlook, believes, anticipates, plans, expects and similar expressions are intended to identify forward-looking statements. You are cautioned that these statements may be affected by important factors set forth in our filings with the Securities and Exchange Commission and in our latest earnings release.

As a result actual operations or results may differ materially from the results discussed in the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

This call also includes various non-GAAP financial measures. The disclosures related to such non-GAAP measures, including reconciliations to the most directly comparable GAAP financial measures are included in our 2015 first quarter earnings release that we filed with the SEC this morning prior to the open of the market.

With that said I’ll turn the call over to Jack Lipinski, our Chief Executive Officer.

Jack?.

Thank you, Jay. Good afternoon, everyone and thanks for joining our conference call. Hopefully, you had the opportunity to listen to the CVR Partners and CVR Refining first quarter earnings calls earlier today.

This morning we reported CVR Energy’s first quarter consolidated adjusted net income of $84.9 million or $0.98 per diluted share as compared to $81.9 million or $0.94 per diluted share for the first quarter of 2014. Susan will provide you more details on the financials reported this morning.

We also announce today a quarterly cash dividend of $0.50 per share which will be paid on May 18th, to stockholders of record on May 11. Let me talk a little bit about our business segments and I will start with petroleum. CVR Refining’s 2015 first quarter adjusted EBITDA was $161.7 million, and that compares to $194.1 million a year ago.

CVR Refining also declared a first quarter distribution of $0.76 per common unit. CVR Energy owns approximately 66% of the common units of CVR Refining and therefore received a proportion amount distributions from CVR Refining. CVR Refining’s total crude throughput for the first quarter was approximately 201,700 barrels a day.

Coffeyville processed approximately 126,800 barrels a day of crude and Wynnewood processed about 74,900 barrels a day. Let me turn to fertilizer. In our fertilizer segment, CVR Partners announced a 2015 first quarter adjusted EBITDA of $38.4 million and that compares to $29.9 million in the first quarter of 2014.

CVR Partners also declared in 2015 first quarter cash distribution of $0.45 per common unit. As CVR Energy earns approximately 53% of the common units of CVR Partners we will receive a proportional amount of CVR Partners’ distribution. At this point let me turn the call over to Susan to give you more detail on the financial.

Susan?.

Thank you Jack and good afternoon everyone. Net income attributable to CVR Energy stockholders was $54.9 million in the first quarter 2015 as compared to $126.7 million in the first quarter of last year.

The net income attributable to non-controlling interest was $29.8 million for the first quarter 2015 as compared to $87 million in the same period a year ago. Adjusted net income for the 2015 first quarter was $84.9 million or $0.98 per diluted share as compared to $81.9 million or $0.94 per diluted share in the first quarter of 2014.

We believe adjusted net income is a meaningful metric for analyzing our performance as it does eliminate the impact of non-cash and other unusual items inherent in our business and provide a more transparent view as to market expectation.

The more significant adjustments to net income during the 2015 first quarter to derive adjusted net income were adjustments related to the increase or decrease in our inventory values, that are realize under the first-in first-out or the FIFO inventory account method and loss on derivatives not settled.

We realized an unfavorable FIFO inventory impact of $24.5 million and a loss on derivatives not settled during the period of $45.1 million. The adjustments for the 2014 first quarter were a favorable FIFO impact of $21.6 million and a gain on derivatives not settled during the period of $88.3 million.

These gross adjustments to net income are reduced for the portion that’s attributable to the non-controlling interest and are further reduced for the net tax impacts associated with them. The first quarter of 2015, effective tax rate was approximately 22% as compared to 25% in the first quarter of 2014.

We estimate that our full year 2000 [ph] effective tax rate will approximately 20% to 23%.

The 2015 tax rate is lower than the expected statutory tax rate primarily due to the reduction of income subject to tax associated with the non-controlling ownership interest in CVR Refining and CVR Partners and benefits related to domestic production activities deduction and state income tax credits.

I will now turn to the specific performance of our two business segments impacting our overall quarterly results. As Jack mentioned earlier CVR Refining’s adjusted EBITDA for the 2015 first quarter was $161.7 million as compared to $194.1 million in the same period in 2014.

Both the Coffeyville and Wynnewood refineries had solid operating performance during the first quarter. In the first quarter 2015, CVR Refining’s realized refining margin adjusted for FIFO was $15.3 per barrel as compared to $15.98 in the same quarter of 2014.

The NYMEX 211 Crack Spread averaged $22.88 per barrel in the first quarter of 2015 as compared to $23.04 per barrel in the same period of 2014. The PADD II Group 3 211 frac spread averaged $18.79 per barrel in the first quarter of 2015 as compared to $19.63 in the first quarter of 2014.

As discussed earlier CVR Refining announced a 2015 first quarter distribution of $0.76 per common unit with $38.2 million to be paid to the public unit holders and $74 million to be paid to CVR Energy. Now turning to our Fertilizer segment.

The fertilizer plant of CVR Partners had a solid operating performance during the first quarter 2015 with on stream rates nearly reaching 98% for the UAN plant, 94% for the ammonia unit and 99% for the gasifier. As mentioned earlier CVR Partners first quarter adjusted EBITDA was $38.4 million as compared to $29.9 million in the same period last year.

The increase in adjusted EBITDA over the periods was primarily driven by higher sales volumes and prices for both UAN and ammonia partially offset by increased cost to product sold due to the increase sales volumes.

The partnership announced a cash distribution of $0.45 per common units for the first quarter 2015 of the $32.9 million to be paid, 15.4 million will be paid to public unitholders and CVR Energy will receive $17.5 million.

In addition to the operating results of our business segment CVR Energy recorded other income of approximately $36 million for the first quarter 2015 as compared to $100,000 for Q1 2014. The $36 million recorded in Q1 2015 primarily related to gains recorded on investment securities.

Our financial position remains strong as we ended the quarter with cash and cash equivalents of approximately $852.2 million on a consolidated basis, including $72.6 million held at CVR Partners and $422.1 million held at CVR Refining. As such CVR Energy held cash of $357.5 million as of March 31, 2015.

CVR Energy has no debt exclusive of the debt that resides with CVR refining and CVR Partners. Total consolidated debt including current portions as of March 31 was approximately $674.6 million. With that Jack, I will turn the call back to you..

Okay, thank you Susan and again thank you everyone for joining our call today. Hopefully, you will have the opportunity to listen to more robust discussions we have on each of our subsidiary companies, CVR partners and CVR Refining. At this point I would like to open the call for questions..

Thank you, at this time we will be conducting a question-and-answer session. [Operator Instructions]. Our first question coming from Ed Westlake from Credit Suisse, please proceed with your question..

Hey, good afternoon and congrats on the CVR results which I guess I [indiscernible] a sort of a debate that’s came up in the street so far today is around whether the amount of data that we are seeing in the DOE feels right with what you are seeing in your area more generally for gasoline and diesel, so maybe just a question on that to start with?.

Sure, I mentioned that earlier in our area the primary pipeline or the primary system is Magellan system..

Edward Westlake:.

.:.

And while inventories for both gasoline and diesel still remain above the five year range for this time of the year, if you look at days of supply meaning the actual liftings that are coming out of the system we are in the middle of that range. So what’s quite interesting is yes we are seeing the demand for that running freely..

Right, good and then on we starting to see a little bit of a - I wouldn’t say widening but twitching of Bakken and WCS and even TI a little bit, on the physical availability of crudes and I don’t really want to talk about pushing inventories but more just the physical flows.

So do you feel that pressure or how would you characterize the crude market in terms of your ability to buy?.

Well, obviously we buy pretty much in market and forwards, we are buying four to six week out, and the prices moved around a bit for example, WCS at the beginning at the year was trading at about a discount of $16 to WTI, today it’s about 11, meaning that market is tightening up, but generally you expect the WCS market to tighten up in the summer time.

You have other refiners and actually you are going to have refiners that will pull in the crude to increase supply. As far as the other grades we have seen certainly Midland tighten up but that was not the unexpected with all new pipeline capacity coming on.

We don’t have any issues, we are bringing from Bakken down to Cushing and into [indiscernible] and we are not seeing issues with that. It’s just a market has tightened a little bit..

Yeah the normal seasonality as the refiners all start running out of maintenance than you get better timing and then you will see happens in the fall..

Exactly..

Okay, cool. Well thanks very much..

Thank you..

Thank you. Our next question today is coming from Jeff Dietert from Simmons. Please proceed with your question..

Good afternoon..

Hey Jeff, how are you?.

I am good, thanks. I was just hoping you could talk a little bit about M&A in the refining sector, and in fertilizer and with these low oil prices are you seeing anything get distressed or anything get interesting? We have seen some public company purchases ongoing just give us an update on your view into the M&A market..

Okay. I will kind of repeat what I said at CVR and I will paraphrase what Mark Pytosh said at CVR Partners that margins in the refining sector are quite good and that we see nothing about anybody actively going to bypass the refinery today that is worth acquiring.

You know there is always somebody out there that may want to sale but you know continually those are the weaker sectors on the M&A front.

Also we are confidently looking for add-ins to our logistics business and just for the folks on this call what we want to tend is that at some point here to stand in an RP and what we will do is that we will do it organically but as you has seen the growth year-over-year quarter-over-quarter and we are moving into Colorado as we see.

So on that front we are still looking and despite the fact that the margin’s down, volumes maybe down on certain pipes there are no buyer as such out there. On the fertilizer side there are several potential M&A possibilities in the works. Again we don’t generally discuss say that other than say that in the works or in the market.

I am not saying in the works is us but in the market.

So we are actively looking and just to remind everybody that CVR Energy, as we said, is essentially a holding company, What it is, is a company that has cash, has no debt, holds the GP interest of two underlying MLPs as well as the majority of the LP units cash flows up to it and we intend to use CVI as a support for underlying MLPs, for example at CVR Refining, CVR Energy provides a growth CapEx revolver.

And if we were to do an acquisition at either of CVR Partners or CVR Refining we would look to CVR Energy for assessments that they made to provide funding for an acquisition so and the nice thing having CVR Energy sitting up as a C Corp that is if we do acquire something an asset on either side of the fence that has significant non-qualifying income.

We run this company with one management team with a few exceptions. We will then turn CVR Energy back into OpCo for the non-qualifying income and assets. So we are looking - we are actively looking and we are still very focused on doing something on an MLP.

We were hopeful that this downturn would give some opportunity to - that there is much selling out there and it’s still very, very low priced, so….

Okay, got you. Technical question on the income statement you have got other income of $36 million during the quarter.

Could you talk about what that is comprised of?.

Okay, we don’t talk about directly about which investments we get into again CVR Energy is a whole - and we invest our free cash into their securities and have done so and this is been in our numbers for last - this is probably the third year that we are into it.

So if you were to look back you will see some gains, some minor losses in LA, a larger gain..

Yeah, it just looks like a bigger gain than what has been typical, which is what raised the question for me..

Yeah, no, from time to time we intend to use our free cash and make investments as we seem to have..

All right, thanks for your comments..

Thank you, Jeff..

Thank you. Our next question today is comes from Neil Mehta from Goldman Sachs. Please proceed with your question..

Hey, good afternoon, Jack..

Hey, good afternoon, Neil.

How are you doing?.

Doing great.

So easy question for me, can you just remind us what the turnaround schedule at the two refineries as we look out over the next couple of years?.

Surely, the Coffeyville plant as we have done before we buy we intend starting to bringing this down late in September the total turn of this force and the turnaround will be six to seven weeks. We will do about 70% give or take of all the turnaround activities that we plan in this cycle. The other 30% will be done in the spring of 2016.

In Wynnewood we have move the Wynnewood turnaround forward into spring of 2017 and the Wynnewood plant comes down in its entirety. So you know we feel pretty good about where we are with our turnaround work is going right now that is the schedule.

And we will be operating through you know the full section at reduced rates but don’t get - we have two pre-units two backing units and a number of different operating equipment.

So the way we schedule this is to you know take one piece down storing in a media, move whatever we can out and then take the other piece down and over the course of that six month period one off on the intermediates..

Very helpful.

And my follow-up is on the dividend, so, just want to confirm that the $0.50 we should think of as kind of the right run rate now after adjusting that from last quarter and then any comments on the special in light of the fact that the cash flow should be pretty good here with the refining margins doing quite well in the first-half of the year..

Okay. Again CVR Energy does have a dividend policy.

We did reduce the dividend last quarter to bring it closer in line with what we thought our anticipated cash outflows and the underlying MLPs would be and as our history really shows if we end up with excess cash it is not a guarantee but quite probable that you would see additional dividends coming up. We don’t sit on a whole of cash.

We keep enough that we can support what I stated earlier was the support for our CapEx, support for some acquisitions but the company has a history of making dividends when the cash is available..

Very good, thanks a lot Jack..

Thank you..

Thank you. We have reached the end of our question-and-answer session. I’d like to turn the floor back over to management for any further or closing comments..

Thank you, Kevin. We appreciate everyone joining us today. As a reminder, the earnings call will be available on our website for 14 days and feel free to contact Investor Relations for any further questions. Thank you..

Thank you. That does conclude today’s teleconference. You may disconnect your lines at this time and have a wonderful day. We thank you for your participation today..