Jay Finks – Vice President, Finance John Lipinski – Chief Executive Officer and President Susan Ball – Chief Financial Officer and Treasurer.

Jeff Dietert – Simmons & Co..

Greetings and welcome to CVR Energy Second Quarter 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded.

I’d now like to turn the conference over to Jay Finks, Vice President of Finance. Thank you. Please go ahead..

Thank you, Brenda, and good afternoon, everyone. We very much appreciate you joining us this afternoon for our CVR Energy second quarter 2016 earnings call. With me are Jack Lipinski, our Chief Executive Officer; and Susan Ball, our Chief Financial Officer.

Prior to discussing our 2016 second 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 2016 second quarter earnings release that we filed with the SEC this morning prior to the opening of the market. With that said, I’ll turn the call over to Jack Lipinski, our Chief Executive Officer.

Jack?.

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

This morning we reported CVR Energy’s second quarter consolidated adjusted net income of $17.1 million or $0.20 per diluted share, which compares to $72.1 million or $0.83 per diluted share in the second quarter a year ago. Susan will provide you more details on the financials reported this morning.

We also announced today a quarterly cash dividend of $0.50 per share which will be paid on August 15 to stockholders of record on August 8th. Let me talk a little bit about our business segments, first petroleum. CVR Refining’s 2016 second quarter adjusted EBITDA was $84.7 million which compares to $194.3 million a year ago.

CVR Refining’s total crude throughput for the second quarter was approximately 203,000 barrels a day. Coffeyville processed 128,000 barrels a day accrued, while Wynnewood ran about 75,000 barrels a day.

As a result of forecasted weaker 9x spreads, increased expenses and cash set aside for future operating needs, CVR Refining did not declare distribution this quarter.

Now turning to nitrogen fertilizer business, as mentioned on our last earnings call, we achieved a significant milestone in the second quarter with the acquisition of Rentech Nitrogen Partners LP. With the addition of this new facility, CVR Partners have expanded its geographic market, broaden customer relationship and diversified feedstock.

I’m very pleased with the progress of integrating East Dubuque with CVR Partners and I want to thank all our employees for their continued hard work and dedication. CVR Partners announced a 2016 second quarter adjusted EBITDA of $29.1 million as compared to $36.1 million in the second quarter year ago.

CVR Partners also declared a 2016 first quarter cash distribution of $0.17 per common unit. CVR Energy owns approximately 34% of the common units of CVR Partners and therefore we received a proportionate amount of distribution. Let me turn the call over to Susan to talk more about the financials.

Susan?.

Thank you, Jack and good afternoon everyone. Net income attributable to CVR Energy’s stockholders was $28.4 million in the second quarter 2016 as compared to net income of $101.9 million in the second quarter of last year.

Adjusted net income for the 2016 second quarter was $17.1 million or $0.20 per diluted share as compared to $72.1 million or $0.83 per diluted share in the second quarter of 2015.

We believe adjusted net income is a meaningful metric for analyzing our performance as it does eliminate impacts of non-cash and other unusual items inherent in our business and provides more transparent view of some market expectations.

The adjustments to net income during the 2016 second quarter to derive adjusted were favorable impacts as a result of our accounting under first in first out FIFO inventory accounting of $46.2 million, loss on derivatives not settled during the period of $9 million; major schedule turnaround expenses of $8.7 million; loss on extinguishment of debt of $5.1 million and expenses associated with the Rentech Nitrogen Partners acquisition of $1.2 million.

The adjustments for the 2015 second quarter were favorable FIFO impact of $36.4 million, gain on flood insurance that was recovered of $27.3 million; gain on derivatives not settled during that period of $15.9 million; major schedule turnaround expenses of $2.1 million and share based compensation of $1.9 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 impact associated with them.

As a reminder, CVR Energy does own approximately 66% of CVR Refining and effective with the acquisition of Rentech Nitrogen, CVR Energy’s ownership percentage was reduced from approximately 53% to 34% on April 01, 2016 in CVR Partners. The second quarter 2016 effective tax rate was approximately 33% as compared to 23% in the second quarter of 2015.

The effective tax rate is higher in 2016 really due in correlation of our projected pretax levels for the year and expected credits generated and that supplied to year-to-date income. 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 2016 second quarter was $84.7 million as compared to $194.3 million in the same period in 2015. The decrease in adjusted EBITDA over the period was primarily driven by lower realized refining margins, increased RINs expense and lower crude throughput during the 2016 second quarter.

In the second quarter of 2016, CVR Refining’s realized refining margin adjusted for FIFO was $9.56 per barrel as compared to $17.22 in the same quarter of 2015. The NYMEX 2-1-1 crack spread averaged $15.98 per barrel in the second quarter of 2016 as compared to $23.85 per barrel in the same period of 2015.

The PADD II Group 3 2-1-1 crack spread averaged $12.64 per barrel in the second quarter of 2016 as compared to $18.91 in the second quarter of 2015. RINs expense on a per barrel basis was the significant driver in the realized refining margin being close to $3 less than Group crack in 2016 second quarter.

Now turning to the fertilizer segment, CVR Partners financial results for the second quarter 2016 is the first reporting period to include the operations of the East Dubuque facility. As such, this has a significant impact on the year-over-year comparability.

As mentioned earlier, CVR Partners cited quarter adjusted EBITDA was $29.1 million as compared to $36.1 million in the same period last year.

I would note that the adjusted EBITDA of $29.1 million for this year’s second quarter was negatively impacted by the net inventory evaluation of deferred revenue purchase price accounting adjustments related to CVR Partners acquisition of Rentech Nitrogen Partner of approximately $13 million.

The decrease in adjusted EBITDA excluding East Dubuque over the period was primarily driven by lower pricing for UAN and to a lesser extent ammonia partially offsetting the decrease for the period was lower pet coke expenses and reduced direct operating expenses due to lower net utility cost.

The partnership that Jack mentioned announced in 2016 second quarter distribution of $0.17 per common unit, with approximately $12 million to be to public unit holders and approximately $7 million will be to CVR Energy.

Our cash position remains strong as we ended the quarter with cash and cash equivalents of approximately $691 million on a consolidated basis including approximately $76 million at CVR Partners and $159 million at CVR Refining. As such, CVR Energy held cash of $455 million as of June 30, 2016.

Total consolidated debt as of June 30, was approximately $1.2 billion compared to $673 million as of March 31, 2016. This increase was due to CVR Partners completing $645 million senior secured note offering which matures in 2023 and notes bear an annual interest rate of nine in a quarter.

Net proceeds of approximately $629 million were used to fund the tender offer made for the Rentech Nitrogen $320 million second lean notes that were assumed through the acquisition as well as the pay related fees and expenses.

Remaining net proceeds from offering the – were actually used to terminate a $300 million term loan facility with Coffeyville resource, our wholly owned subsidiary. This term loan was entered into the time of Rentech acquisition. CVR Energy has no debt, exclusive of the debt that resides at CVR Refining and CVR Partners.

CVR Refining debt approximately $579 million as at June 30, whereas CVR Partners is approximately $660 million. With that, Jack, I will turn the call back over to you..

Okay. Thank you, Susan. And normally we just generally jump into Q&A at this point because pretty much everybody we hope would have listened to both earnings call before, but it’s such an important issue for our refining subsidiary that I’m going to go through and repeat what I said on the earlier calls about our view and my view on RINs.

And so buckle your seatbelts, here we go. RINs continue to be in aggressive tax on CVR lending and have become their single largest operating expense exceeding labor, maintenance, and energy cost. This year RINs was roughly double the cost of our labor.

Since 2013, CVR Refining has spent nearly $500 million on RINs and estimated REM exposure in 2016 will be approximately $200 million to $235 million. CVR Refining cannot pass along this REM expense because it is competing at third party with exempt lenders who have no RINs obligation.

We believe that the basic tenants of the RFF are not being met due to the – of the point of obligation. As a result of not placing the obligation on the appropriate party, renewable fuel blending is not reaching the levels envisioned by congress and the costs of RINs have skyrocket.

Exempt lenders, large retailers and integrated refiners with substantial distribution and marketing - are choosing to retain the RINs revenue as profits. They should be investing these profits to – and renewable fuel blending distribution infrastructure.

We believe renewable energy have place in the market but we also believe the manner in which the renewable fuel standard operates today is broken. Everyone should clearly understand that we support the goals of RFF. Our fertilizer subsidiaries CVR Partners, provides nitrogen fertilizer to the Ag market.

In fact, our refineries and fertilizer plants provided fuel and nutrients in support of agriculture long before RFF.

Over the last 11 years, CVR Refining has invested approximately $1.4 billion in its two refineries to expand fuel production, improve safety and efficiency all with the goal of making these plants competitive during periods of low margin. CVR Refining achieved what they set out to do.

When these capital spending decisions were made, CVR Refining assumed that they would be competing in an open – star market with a level playing field for all for business. The EPA’s implementation of the RFF has upset the market balance, transparency and fairness by favoring one group of RINs.

The RINs market represents one of the largest unregulated commodity markets in the United States. The market is not transparent. Anyone who owns a RIN, and the owners -- anyone can a RIN and the owners can hide behind the cloak provided by the EPA. There are free to sell or not sell RINs and they can manipulate the market and not be identified.

Fundamentals don’t support RIN prices nearing a dollar. Today ethanol is $0.15 to $0.20 over the price of gasoline with a – penny of transaction cost in D6 RIN which is an ethanol RIN, should cost $0.20 to $0.25 not a dollar. The difference in price speculates.

If any private or public company would have distorted marketing commissions so one group will receive with all profits and the other face uncertainty, they would have been investigated by the FTC and sued by every state attorney general. However, as of today, there’ve been no such investigations.

I call on the FCC and CFTC to investigate this uncontrolled price markets. And if I were the inspector general of the EPA, I’d be looking into this as well. So thank you for listening to my comments again, and operator at this time, I’ll turn it over for questions. .

Thank you. [Operator Instructions]. And our first question comes from the line of Jeff Dietert with Simmons. Please go ahead with your question. .

Good morning, Jack. Thanks again for your RINs commentary. .

I’m sure you – repeated having heard it before. .

Well you make your points well, thoroughly understanding, that’s good.

You’ve been very successful line assets in the bottom of the cycle at reasonable prices, we’ve kind of got a little bit margin environment here that could have set up some reasonable prices and there’s speculation of assets for sale in Gulf Coast, Western Canada, West Coast U.S., Rockies.

Could you talk about your appetite in this environment with that CVI has really the acquisition beat you cold? What regions are most attractive? Does the RIN situation influence discourage you from time by additional assets? Just kind of give us an overview of the current environment, how you’re thinking about M&A?.

Well obviously and I’ve talked to my Board and I’ve talked to our major shareholders, in this kind of environment, we’re not a seller we’re a buyer. We are very cautious because you need to make sure that the asset you’re buying is just not someone else’s distressed asset.

And that if you believe you’re going to be in a RINs environment like we are, we need to make sure that the facilities that we purchase will cover their current and potentially anticipated RIN expenses, should they go up. I’m very hopeful that this RINs issue will be resolved when everybody understands it, but yes we are looking.

There’s nothing much in the – obviously there is nothing in the group and not much in the Mid-Continent that’s available. We would certainly look from the Rockies, we would certainly look in the Gulf Coast. You’ve probably heard me say this before I’ve had enough rain damage years ago running West Coast refineries that last me a lifetime.

I’m just a little big – shy of walking into California with all the regulations and everything else which makes the RINs debacle like Christmas party. So we are looking, the short answer is we are looking for everything, we’re just analyzing it. We have resources through CDI and through IEP and we doing joint ventures to do a substantial acquisition.

And just to point out to everybody when we did the bridge loans or CVR Partners that was the bridge loans on both by CVR Energy and IEP. So I’ve been talking for years that we would do things that were mutually beneficial and a proper acquisition would be mutually beneficial. .

Any comments you can make to help quantify the potential size of potential acquisition given that the debt is held at your MLPs not at the CDI level and just the capabilities of funding at the CDI level?.

Well again, CDI has no debt, has cash. If you bought an asset, you can obviously lever it up one or two times or whatever is appropriate and forget. And we always would have depending on how we worked out if we were to drop down from one end to the other into our MLP.

That would be a source of cash – up to CDI and that could be done in units as well as cash. .

Okay.

And then may be talk about the dividend and the priority for paying the dividend, is it influenced by the distributions from the MLPs? And is that something you would consider forgoing if they were attractive acquisitions that came about?.

Well obviously if it would positively impact the equity more than paying the dividend, we would absolutely look at that. The reason we have chosen not to – dividends at this point is because we have cash on CVR Energy, CVI.

We are supporting a $250 million growth capital revolver down at the CVR Refining and some other cash needs, but there is still a lot of cash sitting on the balance sheet. So, it’s a balancing act quite honestly. We talk about this weekly.

What are we going to do? What are we looking at? What are we interested in? And then in the market how do you go and finance it and how things would work out? I mean the capital markets have gotten better but they are still a long way from where they were a year ago. .

Yeah. Thanks, Jack. I appreciate your comments. .

All right. Thank you, Jeff. .

Thank you. And this concludes this question-and-answer session. I’d like to turn the floor back over to management.

Thank you, Brenda. I’d like to thank everyone for listening to our conference call today. As a reminder, this call along with CVR Refining and CVR Partners will be available for replay over the next 14 days. If you’d like additional information you can visit our website cvrenergy.com or contact Investor Relations for additional information. Thank you..

This concludes today’s teleconference. You may disconnect your lines at this time and thank you for your participation..