##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31,
    2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .    Commission file number:
    001-35120
  CVR PARTNERS, LP
 (Exact name of registrant as
    specified in its charter)
  Delaware

56-2677689(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)2277 Plaza Drive, Suite 500
    Sugar Land, Texas(Address of Principal
    Executive Offices)

77479(Zip
    Code)   (Registrants telephone number, including area code)
 (281) 207-3200
  o þ
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



CVR
    PARTNERS, LP AND SUBSIDIARY
  INDEX TO
    QUARTERLY REPORT ON
    FORM 10-Q
    For The Quarter Ended March 31, 2011
   
 Page No.Part I. Financial InformationItem 1.


Financial Statements


2Condensed Consolidated Balance Sheets 
    March 31, 2011 (unaudited) and December 31, 2010


2Condensed Consolidated Statements of
    Operations  Three Months Ended March 31, 2011
    and March 31, 2010 (unaudited)


3Condensed Consolidated Statements of Cash
    Flows  Three Months Ended March 31, 2011 and
    March 31, 2010 (unaudited)


4Notes to the Condensed Consolidated Financial
    Statements  March 31, 2011 (unaudited)


5Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


38Item 4.


Controls and Procedures


39Part II. Other InformationItem 1.


Legal Proceedings


40Item 1A.


Risk Factors


40Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


40Item 6.


Exhibits


41Signatures


42EX-3.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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##### Table of Contents



GLOSSARY
    OF SELECTED TERMS
  10-Q.
  ammonia
  catalyst
  CRLLC
  common units
  corn belt
  CVR Energy
  ethanol
  farm belt
  general partner
  MMBtu
  Offering
  on-stream factor
  turnaround
  UAN
 1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  CVR
    Partners, LP and Subsidiary
 CONDENSED
    CONSOLIDATED BALANCE SHEETS  March 31,


December 31,2011


2010(unaudited)(dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
71,369


$
42,745Accounts receivable, net of allowance for doubtful accounts of
    $47 and $43, respectively


7,407



5,036Inventories


20,820



19,830Prepaid expenses and other current assets including $164 and
    $2,587 from affiliates at March 31, 2011 and
    December 31, 2010, respectively


5,889



5,557Total current assets


105,485



73,168Property, plant, and equipment, net of accumulated depreciation


332,945



337,938Intangible assets, net


43



46Goodwill


40,969



40,969Other long-term assets


33



44Total assets

$
479,475


$
452,165LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable, including $2,505 and $3,323 due to affiliates
    at March 31, 2011 and December 31, 2010, respectively

$
12,479


$
17,758Personnel accruals


1,421



1,848Deferred revenue


26,696



18,660Accrued expenses and other current liabilities


11,398



7,810Total current liabilities


51,994



46,076Long-term liabilities:Other long-term liabilities


3,935



3,886Total long-term liabilities


3,935



3,886Commitments and contingenciesPartners capital:Special general partners interest, 30,303,000 units
    issued and outstanding


419,270



397,951Limited partners interest, 30,333 units issued and
    outstanding


422



398Managing partners interest


3,854



3,854Total partners capital


423,546



402,203Total liabilities and partners capital

$
479,475


$
452,165    2




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended March 312011


2010(unaudited)(dollars in thousands)Net sales

$
57,377


$
38,285Operating costs and expenses:Cost of product sold (exclusive of depreciation and
    amortization)  Affiliates


1,469



1,006Cost of product sold (exclusive of depreciation and
    amortization)  Third parties


6,022



3,9717,491



4,977Direct operating expenses (exclusive of depreciation and
    amortization)  Affiliates


693



494Direct operating expenses (exclusive of depreciation and
    amortization)  Third parties


22,331



21,67923,024



22,173Insurance recovery  business interruption


(2,870
)


Selling, general and administrative expenses (exclusive of
    depreciation and amortization)  Affiliates


6,398



2,982Selling, general and administrative expenses (exclusive of
    depreciation and amortization)  Third parties


1,931



5208,329



3,502Depreciation and amortization


4,637



4,665Total operating costs and expenses


40,611



35,317Operating income


16,766



2,968Other income (expense):Interest income


7



3,119Other income (expense)


(29
)


(56
)Total other income (expense)


(22
)


3,063Income before income tax expense


16,744



6,031Income tax expense


10



28Net income

$
16,734


$
6,003    3




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2011


2010(unaudited)(in thousands)Cash flows from operating activities:Net income

$
16,734


$
6,003Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


4,637



4,665Allowance for doubtful accounts


4



(12
)Loss on disposition of fixed assets


631



42Share-based compensation  Affiliates


4,609



1,096Accounts receivable


(2,375
)


(209
)Inventories


(990
)


(1,846
)Insurance receivable


(2,870
)


Business interruption insurance proceeds


2,315



Prepaid expenses and other current assets


1,708



(143
)Accounts payable


(3,499
)


1,166Deferred revenue


8,036



19,784Accrued expenses and other current liabilities


3,161



2,634Other long-term liabilities


49



70Net cash provided by operating activities


32,150



33,250Cash flows from investing activities:Capital expenditures


(2,041
)


(1,216
)Insurance proceeds from UAN reactor rupture


225



Net cash used in investing activities


(1,816
)


(1,216
)Cash flows from financing activities:Deferred costs of initial public offering


(1,615
)


Payment of financing costs


(95
)


Due from affiliate






(33,901
)Net cash used in financing activities


(1,710
)


(33,901
)Net increase (decrease) in cash and cash equivalents


28,624



(1,867
)Cash and cash equivalents, beginning of period


42,745



5,440Cash and cash equivalents, end of period

$
71,369


$
3,573Supplemental disclosures:Non-cash investing activities:Accrual of construction in progress additions

$
(1,780
)

$
(499
)    4




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##### Table of Contents



CVR
    Partners, LP and SubsidiaryNOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
    March 31, 2011
    (unaudited)
  (1)
    Formation
    of the Partnership, Organization and Nature of
    Business  Organization
        Initial
    Public Offering of CVR Partners, LP
     5




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        and/or
  (2)
    Basis of
    Presentation  Regulation S-X,
       6




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (3)
    Recent
    Accounting Pronouncements  No. 2010-06, No. 2010-06
  (4)
    Cost
    Classifications        (5)
    Partners
    Capital   7




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    common units; and
    a general partner interest, which is not entitled to any
    distributions, and which is held by the general partner.      (6)
    Inventories  first-in,
    March 31,


December 31,2011


2010(in thousands)Finished goods

$
4,763


$
3,645Raw materials and precious metals


4,432



4,077Parts and supplies


11,625



12,108$
20,820


$
19,830  8




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (7)  Prepaid
    Expenses and Other Current Assets
    March 31,


December 31,2011


2010(in thousands)Accrued interest receivables(1)

$



$
2,318Deferred initial public offering costs


3,673



2,089Other(1)


2,216



1,150$
5,889


$
5,557     (1)
    
    The accrued interest receivable represents amounts due from
    CRLLC, a related party, in connection with the due from
    affiliate balance. As of December 31, 2010, the due from
    affiliate balance of $160,000,000 was distributed to CRLLC and
    the special general partner in accordance with their respective
    percentage interests. Additionally, included in the table above
    are amounts owed to the Partnership related to activities
    associated with the feedstock and shared services agreement. See
    Note 15 (Related Party Transactions) for
    additional discussion of amounts owed to the Partnership related
    to the due from affiliate balance and detail of amounts owed to
    the Partnership related to the feedstock and shared services
    agreement.  (8)
    Property,
    Plant, and Equipment    March 31,


December 31,2011


2010(in thousands)Land and improvements

$
2,516


$
2,492Buildings


815



724Machinery and equipment


396,488



397,236Automotive equipment


391



391Furniture and fixtures


246



245Construction in progress


32,225



32,776432,681



433,864Accumulated depreciation


99,736



95,926$
332,945


$
337,938   (9)
    Accrued
    Expenses and Other Current Liabilities    March 31,


December 31,2011


2010(in thousands)Property taxes

$
10,505


$
7,025Capital asset and dismantling obligation


250



250Other accrued expenses


643



535$
11,398


$
7,810  9




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (10)
    Nitrogen
    Fertilizer Incident          (11)
    Income
    Taxes    (12)
    Benefit
    Plans    (13)
    Share-Based
    Compensation   10




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           11




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    *Compensation Expense IncreaseBenchmark


Original





(Decrease) for the Three Months EndedValue


Awards





March 31,Award Type

(per Unit)


Issued


Grant Date


2011


2010(in thousands)Override Operating Units(a)

$
11.31



919,630



June 2005


$



$
69Override Operating Units(b)

$
34.72



72,492



December 2006







2Override Value Units(c)

$
11.31



1,839,265



June 2005



1,478



527Override Value Units(d)

$
34.72



144,966



December 2006



235



9Override Units(e)

$
10.00



138,281



October 2007







Override Units(f)

$
10.00



642,219



February 2008



84



Total


$
1,797


$
607     *
    
    As CVR Energys common stock price increases or decreases,
    compensation expense associated with the unvested CALLC and
    CALLC II override units increases or is reversed in correlation
    with the calculation of the fair value under the
    probability-weighted expected return method.  Valuation
    Assumptions
    (a) Override

(b) OverrideOperating Units

Operating UnitsMarch 31, 2010

March 31, 2010Estimated forfeiture rate


None



NoneCVR Energys closing stock price

$
8.75


$
8.75Estimated weighted-average fair value (per unit)

$
15.01


$
2.52Marketability and minority interest discounts


20.0
%


20.0
%Volatility


50.0
%


50.0
%       (c) Override Value Units

(d) Override Value UnitsMarch 31,

March 31,2011

2010

2011

2010Estimated forfeiture rate


None



None



None



NoneDerived service period


6 years



6 years



6 years



6 yearsCVR Energys closing stock price

$
23.16


$
8.75


$
23.16


$
8.75Estimated weighted-average fair value (per unit)

$
22.61


$
9.61


$
13.70


$
2.50Marketability and minority interest discounts


5.0
%


20.0
%


5.0
%


20.0
%Volatility


47.1
%


50.0
%


47.1
%


50.0
%  12




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ForfeitureMinimum Period Held

Percentage2 years


75
%3 years


50
%4 years


25
%5 years


0
%   Override Units
  Override Units
  March 31,2011

2010Estimated forfeiture rate

None

NoneDerived Service Period

Based on forfeiture schedule

Based on forfeiture scheduleEstimated fair value (per unit)

$2.82

$0.08Marketability and minority interest discount

5.0%

20.0%Volatility

47.0%

59.7%     Phantom
    Unit Plans
   13




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2011

2010Service Phantom interest (per point)

$
13.14


$
14.49Performance Phantom interest (per point)

$
22.62


$
9.41       Long-Term
    Incentive Plan
    Non-Vested
    Stock
     14




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (14)
    Commitments
    and Contingencies  Leases
    and Unconditional Purchase Obligations
    UnconditionalOperating


PurchaseLeases


Obligations(1)(in thousands)Nine months ending December 31, 2011

$
2,863


$
8,136Year ending December 31, 2012


4,027



10,980Year ending December 31, 2013


3,215



11,403Year ending December 31, 2014


1,580



11,483Year ending December 31, 2015


725



11,566Thereafter


339



90,022$
12,749


$
143,590     (1)
    
    The Partnerships purchase obligation for pet coke from CVR
    Energy has been derived from a calculation of the average pet
    coke price paid to CVR Energy over the preceding two year period.      On-Site
 15




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    construction-in-progress
      Litigation
     16




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Environmental,
    Health, and Safety (EHS) Matters
             17




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    Related
    Party Transactions  Related
    Party Agreements
    Feedstock
    and Shared Services Agreement
             18




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Coke
    Supply Agreement
           19




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Lease
    Agreement
    Environmental
    Agreement
          Services
    Agreement
  day-to-day
  
    services from CVR Energys employees in capacities
    equivalent to the capacities of corporate executive officers,
    except that those who serve in such capacities under the
    agreement shall serve the Partnership on a shared, part-time
    basis only, unless the Partnership and CVR Energy agree
    otherwise;
    administrative and professional services, including legal,
    accounting services, human resources, insurance, tax, credit,
    finance, government affairs and regulatory affairs;
    management of the Partnerships property and the property
    of its operating subsidiary in the ordinary course of business; 20




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    recommendations on capital raising activities to the board of
    directors of the Partnerships managing general partner,
    including the issuance of debt or equity interests, the entry
    into credit facilities and other capital market transactions;
    managing or overseeing litigation and administrative or
    regulatory proceedings, and establishing appropriate insurance
    policies for the Partnership, and providing safety and
    environmental advice;
    recommending the payment of distributions; and
    managing or providing advice for other projects as may be agreed
    by CVR Energy and its managing general partner from time to time.          Due
    from Affiliate
     21




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##### Table of Contents



CVR
    Partners, LP and Subsidiary
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (16)
    Subsequent
    Events  Credit
    Facility
       22




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q
  Forward-Looking
    Statements
  Form 10-Q,
  
    statements, other than statements of historical fact, that
    address activities, events or developments that we expect,
    believe or anticipate will or may occur in the future;
    statements relating to future financial performance, future
    capital sources and other matters; and
    any other statements preceded by, followed by or that include
    the words anticipates, believes,
    expects, plans, intends,
    estimates, projects, could,
    should, may, or similar expressions.  Form 10-Q,
  
    our ability to make cash distributions on the units;
    the volatile nature of our business and the variable nature of
    our distributions;
    the ability of our general partner to modify or revoke our
    distribution policy at any time;
    our ability to forecast our future financial condition or
    results of operations and our future revenues and expenses;
    the cyclical nature of our business;
    adverse weather conditions, including potential floods and other
    natural disasters;
    the seasonal nature of our business;
    the dependence of our operations on a few third-party suppliers,
    including providers of transportation services and equipment;
    our reliance on pet coke that we purchase from CVR Energy;
    the supply and price levels of essential raw materials;
    the risk of a material decline in production at our nitrogen
    fertilizer plant;
    potential operating hazards from accidents, fire, severe
    weather, floods or other natural disasters; 23




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##### Table of Contents




    the risk associated with governmental policies affecting the
    agricultural industry;
    competition in the nitrogen fertilizer businesses;
    capital expenditures and potential liabilities arising from
    environmental laws and regulations;
    existing and proposed environmental laws and regulations,
    including those relating to climate change, alternative energy
    or fuel sources, and on the end-use and application of
    fertilizers;
    new regulations concerning the transportation of hazardous
    chemicals, risks of terrorism and the security of chemical
    manufacturing facilities;
    our dependence on significant customers;
    the potential loss of our transportation cost advantage over our
    competitors;
    our potential inability to successfully implement our business
    strategies, including the completion of significant capital
    programs;
    our reliance on CVR Energys senior management team;
    our ability to continue to license the technology used in our
    operations;
    restrictions in our debt agreements;
    our limited operating history as a stand-alone company;
    risks relating to our relationships with CVR Energy;
    control of our general partner by CVR Energy;
    the conflicts of interest faced by our senior management team,
    which operates both us and CVR Energy;
    changes in our treatment as a partnership for U.S. income
    or state tax purposes; and
    instability and volatility in the capital and credit markets.  Form 10-Q Form 10-Q,
  Company
    Overview
  Overview
  ton-per-day ton-per-day
   24




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##### Table of Contents



Initial
    Public Offering
    Major
    Influences on Results of Operations
           25




---



##### Table of Contents



out-of-region
        13-15 days
  Factors
    Affecting Comparability of Our Financial Results
    Publicly
    Traded Partnership Expenses
  Schedule K-1
 26




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##### Table of Contents



September
    2010 UAN Vessel Rupture
      Fertilizer
    Plant Property Taxes
    Distributions
    to Unitholders
   27




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##### Table of Contents



Credit
    Facility
      Results
    of Operations
  Form 10-Q.
  Three Months EndedMarch 31,Consolidated Statement of Operations Data

2011


2010(unaudited)(in millions)Net sales

$
57.4


$
38.3Cost of product sold  Affiliates


1.5



1.0Cost of product sold  Third Parties


6.0



4.07.5



5.0Direct operating expenses  Affiliates(1)


0.7



0.5Direct operating expenses  Third Parties(1)


22.3



21.723.0



22.2Insurance recovery  business interruption


(2.9
)


Selling, general and administrative expenses 
    Affiliates(1)


6.4



2.9Selling, general and administrative expenses  Third
    Parties(1)


2.0



0.58.4



3.4Depreciation and amortization(2)


4.6



4.7Operating income

$
16.8


$
3.0Interest income






3.1Other income (expense)


(0.1
)


(0.1
)Total other income (expense)


(0.1
)


3.0Income before income tax expense


16.7



6.0Income tax expense






Net income (loss)(3)

$
16.7


$
6.0Adjusted Nitrogen Fertilizer EBITDA(4)

$
25.9


$
8.8  28




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##### Table of Contents



As of March 31,

As of December 31,Balance Sheet Data

2011

2010Cash and cash equivalents

$
71.4


$
42.7Working capital


53.5



27.1Total assets


479.5



452.2Partners Capital


423.5



402.2   Three Months EndedMarch 31,Cash Flow and Other Data

2011

2010(in millions)Net cash flow provided by (used in):Operating activities

$
32.1


$
33.2Investing activities


(1.8
)


(1.2
)Financing activities


(1.7
)


(33.9
)Capital expenditures for property, plant and equipment


2.0



1.2Depreciation and amortization


4.6



4.7     (1)
    
    Amounts are shown exclusive of depreciation and amortization.(2)
    
    Depreciation and amortization is comprised of the following
    components as excluded from direct operating expenses and
    selling, general administrative expenses:  Three Months EndedMarch 31,2011


2010(unaudited)(in millions)Depreciation and amortization excluded from direct operating
    expenses

$
4.6


$
4.7Depreciation and amortization excluded from selling, general and
    administrative expenses






Total depreciation and amortization

$
4.6


$
4.7    (3)
    
    The following are certain charges and costs incurred in each of
    the relevant periods that are meaningful to understanding our
    net income and in evaluating our performance:  Three Months EndedMarch 31,2011

2010(unaudited)(in millions)Share-based compensation expense(a)

$
4.6


$
1.1     (a)
    
    Represents the impact of share-based compensation awards
    allocated from CVR Energy and CALLC III. We are not responsible
    for payment of share-based compensation and all expense amounts
    are reflected as an increase or decrease to Partners
    capital.  (4)
    
    Adjusted EBITDA is defined as net income before income tax
    expense, net interest (income) expense, depreciation and
    amortization expense and certain other items management believes
    affect the comparability of operating results. Adjusted EBITDA
    is not a recognized term under GAAP and should not be
    substituted for net income as a measure of performance but
    should be utilized as a supplemental measure of performance in
    evaluating our business. Management believes that adjusted
    EBITDA provides relevant and useful information that enables
    external users of our financial statements, such as industry
    analysts, investors, lenders and rating agencies to better
    understand and evaluate our ongoing operating results and allows
    for greater transparency in the reviewing of our overall
    financial, operational and economic performance. Management
    believes it is appropriate to exclude certain items from EBITDA,
    such as share-based compensation 29




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and major scheduled turnaround expenses because management
    believes these items affect the comparability of operating
    results.    Three Months EndedMarch 31,2011


2010(unaudited)Key Operating StatisticsProduction (thousand tons):Ammonia (gross produced)(1)


105.3



105.1Ammonia (net available for sale)(1)


35.2



38.2UAN


170.6



163.8Pet coke consumed (thousand tons)


124.1



117.7Pet coke (cost per ton)

$
15


$
14Sales (thousand tons)(2):Ammonia


27.3



31.2UAN


179.3



155.8Total sales


206.6



187.0Product pricing (plant gate) (dollars per ton)(3):Ammonia

$
564


$
282UAN

$
207


$
167On-stream factor(4):Gasification


100.0
%


96.0
%Ammonia


96.7
%


94.2
%UAN


93.2
%


90.6
%Reconciliation to net sales (in millions):Freight in revenue

$
4.8


$
3.5Hydrogen revenue






Sales net plant gate


52.6



34.8Total net sales

$
57.4


$
38.3   Three Months EndedMarch 31,2011

2010(unaudited)Market IndicatorsNatural gas NYMEX (dollars per MMBtu)

$
4.20


$
4.99Ammonia  Southern Plains (dollars per ton)

$
605


$
330UAN  Mid Cornbelt (dollars per ton)

$
349


$
245     (1)
    
    The gross tons produced for ammonia represent the total ammonia
    produced, including ammonia produced that was upgraded into UAN.
    The net tons available for sale represent the ammonia available
    for sale that was not upgraded into UAN.(2)
    
    Product production cost per ton includes the total amount of
    operating expenses incurred during the production process
    (including raw material costs) in dollars per product ton
    divided by the total tons produced but excludes depreciation
    expense. 30




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##### Table of Contents



(3)
    
    Plant gate sales per ton represent net sales less freight and
    hydrogen revenue divided by product sales volume in tons in the
    reporting period. Plant gate pricing per ton is shown in order
    to provide a pricing measure that is comparable across the
    fertilizer industry.(4)
    
    On-stream factor is the total number of hours operated divided
    by the total number of hours in the reporting period.  Three
    Months Ended March 31, 2011 Compared to the Three Months
    Ended March 31, 2010
  Net Sales.
  Three Months Ended March 31, 2011

Three Months Ended March 31, 2010


Total Variance


Price

VolumeVolume(1)

$ per ton(2)

Sales $(3)

Volume(1)

$ per ton(2)

Sales $(3)


Volume(1)

Sales $(3)


Variance

Variance(in millions)Ammonia


27,322


$
581


$
15.9



31,216


$
305


$
9.5




(3,894
)

$
6.4



$
8.6


$
(2.2
)UAN


179,314


$
231


$
41.5



155,758


$
185


$
28.8




23,556


$
12.7



$
7.3


$
5.4     (1)
    
    Sales volume in tons(2)
    
    Includes freight charges(3)
    
    Sales dollars in millions    quarter-to-quarter.
    Cost of Product Sold.
 31




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##### Table of Contents



Direct Operating Expenses (Exclusive of Depreciation and
    Amortization).
  Insurance Recovery  Business
    Interruption.
  Selling, General and Administrative Expenses (Exclusive of
    Depreciation and Amortization).
  Operating Income.
  Interest Income.
  Income Tax Expense.
  Net Income.
 32




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##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Balance and Other Liquidity
    Debt
  and/or
  Credit
    Facility
   33




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##### Table of Contents



Capital
    Spending
  and/or
      and/or
 34




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##### Table of Contents



Distributions
    to Unitholders
    Cash
    Flows
    Three Months EndedMarch 31,2011


2010(unaudited)Net cash provided by (used in):Operating activities

$
32.1


$
33.2Investing activities


(1.8
)


(1.2
)Financing activities


(1.7
)


(33.9
)Net increase (decrease) in cash and cash equivalents

$
28.6


$
(1.9
)   Cash
    Flows Provided by Operating Activities
        Cash
    Flows Used in Investing Activities
   35




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##### Table of Contents



Cash
    Flows Used in Financing Activities
    Capital
    and Commercial Commitments
    Payments Due by PeriodTotal


2011


2012


2013


2014


2015


Thereafter(unaudited)(in millions)Contractual ObligationsLong-term debt(1)

$



$



$



$



$



$



$
Operating leases(2)


12.7



2.9



4.0



3.2



1.6



0.7



0.3Unconditional purchase obligations(3)


53.7



4.2



5.7



6.0



6.0



6.1



25.7Unconditional purchase obligations with affiliates(4)


89.9



3.9



5.4



5.4



5.4



5.4



64.4Environmental liabilities(5)


0.1



0.1



















Total

$
156.4


$
11.1


$
15.1


$
14.6


$
13.0


$
12.2


$
90.4     (1)
    
    We entered into a new credit facility in connection with the
    closing of the Offering. The new credit facility includes a
    $125.0 million term loan, which was fully drawn at closing,
    and a $25.0 million revolving credit facility, which was
    undrawn at close. These amounts have not been included in the
    table above as they were not contractual obligations as of
    March 31, 2011.(2)
    
    We lease various facilities and equipment, primarily railcars,
    under non-cancelable operating leases for various periods.(3)
    
    The amount includes commitments under an electric supply
    agreement with the city of Coffeyville, Kansas and a
    product supply agreement with Linde.(4)
    
    The amount includes commitments under our long-term pet coke
    supply agreement with CVR Energy having an initial term that
    ends in 2027, subject to renewal.(5)
    
    Represents our estimated remaining costs of remediation to
    address environmental contamination resulting from a reported
    release of UAN in 2005 pursuant to the State of Kansas Voluntary
    Cleanup and Property Redevelopment Program. We have other
    environmental liabilities which are not contractual obligations
    but which would be necessary for our continued operations.  Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
  No. 2010-06, Improving Disclosures about Fair Value Measurements Fair Value Measurements and
    Disclosures
 36




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##### Table of Contents



No. 2010-06
  Critical
    Accounting Policies
    Impairment
    of Long-Lived Assets
  Property, Plant and Equipment 
    Impairment or Disposal of Long-Lived
  Goodwill
  Intangibles  Goodwill
    and Other
    
    Income Approach:  To determine fair value, we
    discounted the expected future cash flows for the reporting unit
    utilizing observable market data to the extent available. The
    discount rate used for the 2010 impairment test was 14.6%
    representing the estimated weighted-average costs of capital,
    which reflects the overall level of inherent risk involved in
    the reporting unit and the rate of return an outside investor
    would expect to earn.
    Market-Based Approach:  To determine the fair
    value of the reporting unit, we also utilized a market based
    approach. We used the guideline company method, which focuses on
    comparing our risk profile and growth prospects to select
    reasonably similar publicly traded companies.   37




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##### Table of Contents



Allocation
    of Costs
  Allocations of Expenses and Related
    Disclosures in Financial Statements of Subsidiaries, Divisions
    or Lesser Business Components of Another Entity
    Share-Based
    Compensation
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   38




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15
 39




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##### Table of Contents



Part II.
    Other Information  Item 1.
    Legal
    Proceedings  Form 10-Q,
  Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Use of
    Proceeds
  Form S-1 No. 333-171270)
      
    approximately $18.4 million was used to make a distribution
    to CRLLC in satisfaction of our obligation to reimburse CRLLC
    for certain capital expenditures it made on our behalf with
    respect to the nitrogen fertilizer business prior to
    October 24, 2007;
    approximately $117.1 million was used to make a special
    distribution to CRLLC in order to, among other things, fund the
    offer to purchase CRLLCs senior secured notes required
    upon consummation of the Offering;
    approximately $26.0 million was used to purchase (and
    subsequently extinguish) the incentive distribution rights owned
    by our general partner;
    approximately $4.4 million was used to pay financing fees
    and associated legal and professional fees resulting from our
    new credit facility; and
    the balance was used or will be used for general partnership
    purposes, including approximately $104.0 million to fund
    the continuation of our UAN expansion. 40




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##### Table of Contents



Item 6.
    Exhibits  Number

Exhibit Title3
.1*

Second Amended and Restated Agreement of Limited Partnership of
    CVR Partners, LP, dated April 13, 2011.10
.1**

Third Amended and Restated Employment Agreement, dated as of
    January 1, 2011, by and between CVR Energy, Inc. and John
    J. Lipinski (filed as Exhibit 10.16 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-171270
    and incorporated herein by reference).10
.2**

Third Amended and Restated Employment Agreement, dated as of
    January 1, 2011, by and between CVR Energy, Inc. and
    Stanley A. Riemann (filed as Exhibit 10.18 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-171270
    and incorporated herein by reference).10
.3**

Second Amended and Restated Employment Agreement, dated as of
    January 1, 2011, by and between CVR Energy, Inc. and Edward
    Morgan (filed as Exhibit 10.17 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-171270
    and incorporated herein by reference).10
.4**

Third Amended and Restated Employment Agreement, dated as of
    January 1, 2011, by and between CVR Energy, Inc. and Edmund
    S. Gross (filed as Exhibit 10.15 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-171270
    and incorporated herein by reference).10
.5**

Third Amended and Restated Employment Agreement, dated as of
    January 1, 2011, by and between CVR Energy, Inc. and Kevan
    A. Vick (filed as Exhibit 10.19 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-171270
    and incorporated herein by reference).10
.6**

CVR Partners, LP Long-Term Incentive Plan (adopted
    March 16, 2011) (filed as Exhibit 10.1 to the
    Companys Registration Statement on
    Form S-8
    filed on April 12, 2011 and incorporated herein by
    reference).10
.7

Form of CVR Partners, LP Long-Term Incentive Plan Director
    Phantom Unit Agreement (filed as Exhibit 10.13.1 to the
    Companys
    Form S-1/A,
    File
    No. 333-171270
    and incorporated herein by reference).10
.8

Form of CVR Partners, LP Long-Term Incentive Plan Director Stock
    Option Agreement (filed as Exhibit 10.13.2 to the
    Companys
    Form S-1/A,
    File
    No. 333-171270
    and incorporated herein by reference).31
.1*

Certification of the Companys Chief Executive Officer
    pursuant to
    Rule 13a-14(a)
    or 15(d)-14(a) under the Securities Exchange Act.31
.2*

Certification of the Companys Chief Financial Officer
    pursuant to
    Rule 13a-14(a)
    or 15(d)-14(a) under the Securities Exchange Act.32
.1*

Certification of the Companys Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of the Companys Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.**
    
    Previously filed.  PLEASE NOTE: Form 10-Q.
 41




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##### Table of Contents



SIGNATURES    CVR Partners, LP
  By:
    CVR GP, LLC, its general partner  By:
    /s/  John
    J. Lipinski       By:
    /s/  Edward
    Morgan      42