Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________

Date of Report (Date of earliest event reported): July 31, 2014

CVR REFINING, LP

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation)	001-35781 (Commission File Number)	37-1702463 (I.R.S. Employer Identification Number)
	2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 31, 2014, CVR Refining, LP, or the "Partnership," posted a presentation to its website at www.cvrrefining.com under the tab "Investor Relations\" providing information regarding its results of operations and financial condition for the quarter and six months ended June 30, 2014, as well as information concerning the refining market. The presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K and will not, except to the extent required by applicable law or regulation, be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being "furnished" as part of this Current Report on Form 8-K:

99.1 Slides from presentation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 31, 2014



CVR Refining, LP
By: CVR Refining GP, LLC, its general partner

By:	/s/ Susan M. Ball
	Susan M. Ball,
	Chief Financial Officer and Treasurer

2nd Quarter 2014 Earnings Report July 31, 2014 0

Forward Looking Statements 1 This presentation should be reviewed in conjunction with CVR Refining, LP’s Second Quarter earnings conference call held on July 31, 2014. The following information contains forward-looking statements based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. You are cautioned not to put undue reliance on such forward-looking statements (including forecasts and projections regarding our future performance) because actual results may vary materially from those expressed or implied as a result of various factors, including, but not limited those set forth under “Risk Factors” in CVR Refining, LP’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any other filings CVR Refining, LP makes with the Securities and Exchange Commission. CVR Refining, LP assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

$193 $251 $387 $561 $0 $100 $200 $300 $400 $500 $600 Q2 2014 Q2 2013 YTD 2014 YTD 2013 $219 $378 $522 $696 $0 $100 $200 $300 $400 $500 $600 $700 $800 Q2 2014 Q2 2013 YTD 2014 YTD 2013 Actual Consolidated Results (1) Non-GAAP reconciliation on slide 19 for second quarter and slide 20 for year to date 2 EBITDA(1) Adjusted EBITDA(1) (In millions) (In millions)

Crude Differentials Source: ProphetX (1) As of 7/28/2014 Second Quarter Q2 Average Q2 High Current(1) WTI vs. WCS $ (20.31) $ (22.55) $ (24.57) WTI vs. Brent $ 7.02 $ 9.59 $ 5.71 WTI vs. WTS $ (7.08) $ (10.16) $ (9.15) WTI vs. LSB $ (8.29) $ (11.70) $ (13.47) 3

19 97 19 98 19 99 2 00 0 20 01 20 02 20 03 2 00 4 2 00 5 20 06 2 00 7 20 08 20 09 20 10 20 11 20 12 20 13 $0 $5 $10 $15 $20 $25 $30 $35 $0 $20 $40 $60 $80 $100 $120 NY M EX 2- 1- 1 C ra ck , $/B bl NYMEX CL, $/Bbl Yrly Avgs Yrly Avgs Trendline Q2 2014 Last Month Current Crack Spread vs. Historical Norm Note: The trendline does not include 2011 4 NYMEX 2-1-1 Crack vs. NYMEX CL Yearly Averages 1997 to 2013

Hedging Position(1) (1) As of June 30, 2014 (2) Weighted-average price of all positions for period indicated Commodity Swaps Barrels Fixed Price(2) Third Quarter 2014 6,000,000 $26.78 Fourth Quarter 2014 5,100,000 27.25 First Quarter 2015 525,000 32.09 Second Quarter 2015 975,000 30.20 Third Quarter 2015 300,000 29.95 Fourth Quarter 2015 450,000 30.05 First Quarter 2016 615,000 29.01 Second Quarter 2016 615,000 29.01 Third Quarter 2016 615,000 29.01 Fourth Quarter 2016 615,000 29.01 Total 15,810,000 $27.82 5

Financial

Consolidated Results (1) Non-GAAP reconciliation on slide 19 for second quarter and slide 20 for year to date (2) Non-GAAP reconciliation on slide 21 (3) Available cash for distribution per common unit for six months ended June 30, 2013 of $2.93 reflects available cash for distribution per common unit since the closing of the Partnership’s initial public offering on January 23, 2013. On a full quarter basis, available cash for distribution per common unit would have been $3.11 for the six months ended June 30, 2013. (In millions, except for EPU/Distributions) Second Quarter Year to Date Q2 2014 Q2 2013 Percent Change Q2 2014 Q2 2013 Percent Change EBITDA(1) $ 218.5 $ 378.1 -42% $ 522.0 $ 695.6 -25% Adjusted EBITDA(1) $ 192.9 $ 250.6 -23% $ 387.0 $ 560.5 -31% Available Cash for Distribution, per unit(2) (3) $ 0.96 $ 1.35 -29% $ 1.94 $ 2.93 -34% 7

Quarterly Coffeyville Refinery Petroleum Segment (In millions except for throughput and barrels sold data) Q2 2014 Q2 2013 Net Sales $ 1,585.5 $ 1,349.2 Gross Profit (1) $ 114.5 $ 163.8 Crude Oil Throughput (barrels per day) 131,685 117,265 Barrels Sold (barrels per day) 143,412 125,851 Refining margin (per crude oil throughput barrel) (2)(3) $ 14.00 $ 20.30 Direct Operating Expenses (per crude oil throughput barrel) $ 4.48 $ 4.69 (1) Calculation on slide 15 (2) Adjusted for FIFO impact (3) Definition on slide 14 8

Quarterly Wynnewood Refinery Petroleum Segment (1) Calculation on slide 16 (2) Adjusted for FIFO impact (3) Definition on slide 14 9 (In millions except for throughput and barrels sold data) Q2 2014 Q2 2013 Net Sales $ 879.7 $ 787.8 Gross Profit (1) $ 55.6 $ 85.8 Crude Oil Throughput (barrels per day) 80,362 75,936 Barrels Sold (barrels per day) 80,883 74,463 Refining margin (per crude oil throughput barrel) (2)(3) $ 13.74 $ 17.34 Direct Operating Expenses (per crude oil throughput barrel) $ 5.44 $ 4.88

Debt Metrics Note: Refer to slide 17 for metrics used in calculations 10 Net Debt ($ in millions) Financial Metrics 2010 2011 2012 2013 Q2 2014 LTM  Debt to Capital 53% 42% 44% 28% 25%  Debt to Adj. EBITDA 3.1 1.3 0.7 0.8 1.1 466.7 727.2 620.1 302.9 162.0 $0 $100 $200 $300 $400 $500 $600 $700 $800 2010 2011 2012 2013 6/30/2014

Appendix

Non-GAAP Financials Measures 12 To supplement the actual results in accordance with GAAP for the applicable periods, the Company also uses non- GAAP measures as discussed below, which are reconciled to GAAP-based results. These non-GAAP financial measures should not be considered an alternative for GAAP results. The adjustments are provided to enhance an overall understanding of the Partnership’s financial performance for the applicable periods and are indicators management believes are relevant and useful for planning and forecasting future periods. Gross profit is calculated as the difference between net sales, cost of product sold (exclusive of depreciation and amortization), direct operating expenses (exclusive of depreciation and amortization), major scheduled turnaround expenses and depreciation and amortization. Gross profit per crude throughput barrel is calculated as gross profit as derived above divided by our refineries’ crude oil throughput volumes for the respective periods presented. Gross profit is a non-GAAP measure that should not be substituted for operating income. Management believes it is important to investors in evaluating our refineries’ performance and our ongoing operating results. Our calculation of gross profit may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure.

Non-GAAP Financials Measures 13 EBITDA and Adjusted EBITDA. EBITDA represents net income before (i) interest expense and other financing costs, net of interest income, (ii) income tax expense and (iii) depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted for FIFO impacts (favorable) unfavorable; share-based compensation, non-cash; major scheduled turnaround expenses; loss on extinguishment of debt; loss on disposition of fixed assets; (gain) loss on derivatives, net; current period settlements on derivative contracts; and expenses associated with the acquisition of Gary- Williams. We present Adjusted EBITDA because it is the starting point for our calculation of available cash for distribution. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be substituted for net income or cash flow from operations. Management believes that EBITDA and Adjusted EBITDA enable investors to better understand our ability to make distributions to our common unitholders, help investors evaluate our ongoing operating results and allow for greater transparency in reviewing our overall financial, operational and economic performance. EBTIDA and Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently. Available cash for distribution is not a recognized term under GAAP. Available cash should not be considered in isolation or as an alternative to net income or operating income as a measure of operating performance. In addition, available cash for distribution is not presented as, and should not be considered, an alternative to cash flows from operations or as a measure of liquidity. Available cash as reported by the Partnership may not be comparable to similarly titled measures of other entities, thereby limiting its usefulness as a comparative measure.

Non-GAAP Financials Measures 14 Refining margin per crude oil throughput barrel is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization). Refining margin is a non-GAAP measure that we believe is important to investors in evaluating our refineries' performance as a general indication of the amount above our cost of product sold at which we are able to sell refined products. Each of the components used in this calculation (net sales and cost of product sold exclusive of depreciation and amortization) can be taken directly from our Statement of Operations. Our calculation of refining margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. In order to derive the refining margin per crude oil throughput barrel, we utilize the total dollar figures for refining margin as derived above and divide by the applicable number of crude oil throughput barrels for the period. We believe that refining margin is important to enable investors to better understand and evaluate our ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance. Refining margin per crude oil throughput barrel adjusted for FIFO impact is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization) adjusted for FIFO impacts. Refining margin adjusted for FIFO impact is a non-GAAP measure that we believe is important to investors in evaluating our refineries’ performance as a general indication of the amount above our cost of product sold (taking into account the impact of our utilization of FIFO) at which we are able to sell refined products. Our calculation of refining margin adjusted for FIFO impact may differ from calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. Under our FIFO accounting method, changes in crude oil prices can cause fluctuations in the inventory valuation of our crude oil, work in process and finished goods, thereby resulting in favorable FIFO impacts when crude oil prices increase and unfavorable FIFO impacts when crude oil prices decrease.

Coffeyville Refinery 15 Calculation of Gross Profit (1) ($ in millions) Second Quarter 6/30/2014 6/30/2013 Net sales $ 1,585.5 $ 1,349.2 Cost of product sold 1,398.5 1,117.6 Refining margin 187.0 231.6 Direct operating expenses 53.7 50.1 Depreciation and amortization 18.8 17.7 Gross profit (1) $ 114.5 $ 163.8 (1) Definition on slide 12

Wynnewood Refinery 16 Calculation of Gross Profit (1) ($ in millions) Second Quarter 6/30/2014 6/30/2013 Net sales $ 879.7 $ 787.8 Cost of product sold 774.2 658.8 Refining margin 105.5 129.0 Direct operating expenses 39.8 33.7 Depreciation and amortization 10.1 9.5 Gross profit (1) $ 55.6 $ 85.8 (1) Definition on slide 12

Capital Structure Note: 2011 includes debt related to acquisition of Gary-Williams but only 16 days of EBITDA contribution (1) Adjusted for FIFO, turnaround expenses, non-cash share based compensation, financing costs, gains/losses on derivatives, net, current period settlements on derivative contracts, asset dispositions, loss on extinguishment of debt, Gary-Williams acquisition and integration costs, and bridge loan expenses (2) Non-GAAP reconciliation on slide 18 17 Financials ($ in millions) Full Year LTM 2010 2011 2012 2013 Q2 2014  Cash $ 2.3 $ 2.7 $ 153.1 $ 279.8 $ 420.0  Total debt, including current portion 469.0 729.9 773.2 582.7 582.0  Net Debt 466.7 727.2 620.1 302.9 162.0  Partners capital/divisional equity 418.8 1,018.6 980.8 1,522.1 1,757.2  Adjusted EBITDA(1)(2) $ 152.6 $ 577.3 $ 1,176.2 $ 712.0 $ 538.4

Consolidated Non-GAAP Financial Measures (1) Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at inception of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts. 18 Financials ($ in millions) Full Year LTM 2010 2011 2012 2013 Q2 2014 Net Income $ 38.2 $ 480.3 $ 595.3 $ 590.4 $ 421.2 Interest expense and other financing costs, net of interest income 49.7 53.0 76.2 43.7 35.5 Depreciation and amortization 66.4 69.8 107.6 114.3 118.1 EBITDA $ 154.3 $ 603.1 $ 779.1 $ 748.4 $ 574.8 FIFO impacts (favorable) unfavorable (31.7) (25.6) 58.4 (21.3) (38.2) Share-based compensation, non-cash 11.5 8.9 18.5 9.5 4.5 Loss on disposition of assets 1.3 2.5 - - - Loss on extinguishment of debt 16.6 2.1 37.5 26.1 - Expenses associated with the acquisition of Gary-Williams - 5.2 11.0 - - Major scheduled turnaround expenses 1.2 66.4 123.7 - - (Gain) loss on derivatives, net 1.5 (78.1) 285.6 (57.1) (101.9) Current period settlements on derivative contracts(1) (2.1) (7.2) (137.6) 6.4 99.2 Adjusted EBITDA $ 152.6 $ 577.3 $ 1,176.2 $ 712.0 $ 538.4

Consolidated Non-GAAP Financial Measures 19 (1) Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at inception of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts. Financials ($ in millions) Second Quarter 6/30/2014 6/30/2013 Net Income $ 180.0 $ 339.2 Interest expense and other financing costs, net of interest income 7.8 10.5 Depreciation and amortization 30.7 28.4 EBITDA 218.5 378.1 FIFO impacts (favorable) unfavorable (24.3) (24.2) Share-based compensation, non-cash 0.7 2.5 Gain on derivatives, net (35.9) (120.5) Current period settlements on derivative contracts(1) 33.9 14.7 Adjusted EBITDA $ 192.9 $ 250.6

Consolidated Non-GAAP Financial Measures 20 (1) Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at inception of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts. Financials ($ in millions) Year to Date 6/30/2014 6/30/2013 Net Income $ 445.4 $ 614.6 Interest expense and other financing costs, net of interest income 16.4 24.6 Depreciation and amortization 60.2 56.4 EBITDA 522.0 695.6 FIFO impacts (favorable) unfavorable (45.9) (29.0) Share-based compensation, non-cash 1.2 6.1 Loss on extinguishment of debt - 26.1 Gain on derivatives, net (145.3) (100.5) Current period settlements on derivative contracts(1) 55.0 (37.8) Adjusted EBITDA $ 387.0 $ 560.5

Consolidated Non-GAAP Financial Measures 21 Financials ($ in millions, except for per unit data) Second Quarter 6/30/2014 Adjusted EBITDA $ 192.9 Less: Cash needs for debt service (10.0) Reserves for environmental and maintenance capital expenditures (31.3) Reserves for future turnarounds (8.8) Available cash for distribution $ 142.8 Available cash for distribution, per unit $ 0.96 Common units outstanding (in thousands) 147,600

Cvr Refining, LP Common Units Representing Limited Partner Interests (NYSE:CVRR)
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