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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-33492
   CVR Energy, Inc.
 (Exact name of registrant as
    specified in its charter)
 Delaware

61-1512186(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
    Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value per share

The New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      Class

Outstanding at March 2, 2011Common Stock, par value $0.01 per share

86,413,781 shares   Documents
    Incorporated By Reference
  Document

Parts IncorporatedProxy Statement for the 2011 Annual Meeting of Stockholders to
    be held May 18, 2011

Items 10, 11, 12, 13 and 14 of Part III




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TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk Factors


17Item 1B.


Unresolved Staff Comments


40Item 2.


Properties


40Item 3.


Legal Proceedings


40Item 4.


(Removed and Reserved)


40PART IIItem 5.


Market For Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities


41Item 6.


Selected Financial Data


44Item 7.


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


46Item 7A.


Quantitative and Qualitative Disclosures About Market Risk


89Item 8.


Financial Statements and Supplementary Data


91Item 9.


Changes in and Disagreements With Accountants on Accounting and
    Financial Disclosure


143Item 9A.


Controls and Procedures


143Item 9B.


Other Information


143PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


143Item 11.


Executive Compensation


144Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


144Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


144Item 14.


Principal Accounting Fees and Services


144PART IVItem 15.


Exhibits, Financial Statement Schedules


144  i




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GLOSSARY
    OF SELECTED TERMS
  Form 10-K.
  2-1-1 crack spread
  ammonia
  backwardation market
  barrel
  blendstocks
  bpd
  bulk sales
  capacity
  catalyst
  coker unit
  common units
  contango market
  corn belt
  crack spread
  distillates
  ethanol
  farm belt
 1




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feedstocks
  heavy crude oil
  independent petroleum refiner
  light crude oil
  Magellan
  MMBtu
  natural gas liquids
  PADD II
  plant gate price
  petroleum coke (pet coke)
  refined products
  sour crude oil
  spot market
  sweet crude oil
  throughput
  turnaround
  UAN
  wheat belt
  WTI
  WTS
  yield
 2




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PART I  Item 1.
    Business      
    a crude oil gathering system with a gathering capacity of
    approximately 35,000 bpd serving Kansas, Oklahoma, western
    Missouri, and southwestern Nebraska which is supported by
    approximately 300 miles of Company owned and leased
    pipeline;
    a rack marketing division supplying product through tanker
    trucks directly to customers located in close geographic
    proximity to Coffeyville and Phillipsburg, Kansas and to
    customers at throughput terminals on Magellan and NuStar Energy,
    LPs (NuStar) refined products distribution
    systems;
    a 145,000 bpd pipeline system that transports crude oil to
    our refinery with 1.2 million barrels of associated
    company-owned storage tanks and an additional 2.7 million
    barrels of leased storage capacity located at Cushing,
    Oklahoma; and
    storage and terminal facilities for refined fuels and asphalt in
    Phillipsburg, Kansas.  ton-per-day ton-per-day
    Our
    History
     3




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
    CALLC transferred all of its businesses to CVR Energy in
    exchange for all of CVR Energys common stock;
    CALLC was effectively split into two entities, with the Kelso
    Funds controlling CALLC and the Goldman Sachs Funds controlling
    Coffeyville Acquisition II LLC (CALLC II) and
    CVR Energys senior management receiving an equivalent
    position in each of the two entities;
    we transferred our nitrogen fertilizer business to the
    Partnership in exchange for all of the partnership interests in
    the Partnership; and
    we sold all of the interests of the managing general partner of
    the Partnership to Coffeyville Acquisition III LLC
    (CALLC III), an entity owned by our controlling
    stockholders, at that time, and senior management at fair market
    value on the date of the transfer.    Form S-1 No. 333-171270) Form 10-K.
 4




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Organizational
    Structure and Related Ownership as of March 1,
    2011
     
    *
    
    CVR GP, LLC, which we refer to as Fertilizer GP, is the managing
    general partner of CVR Partners, LP. As managing general
    partner, Fertilizer GP holds incentive distributions rights, or
    IDRs, which entitle it to receive increasing percentages of the
    Partnerships quarterly distributions if the Partnership
    increases its distributions above an amount specified in the
    limited partnership agreement. 5




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Petroleum
    Business
        
    Crude Oil Gathering System.  We own and operate
    a crude oil gathering system serving Kansas, Oklahoma, western
    Missouri and southwestern Nebraska. The system has field offices
    in Bartlesville, Oklahoma and Plainville and Winfield, Kansas.
    The system is comprised of approximately 300 miles of
    feeder and trunk pipelines, 95 trucks, and associated storage
    facilities for gathering sweet Kansas, Nebraska, Oklahoma and
    Missouri crude oils purchased from independent crude oil
    producers. We also lease a section of a pipeline from Magellan,
    which is incorporated into our crude oil gathering system. Our
    crude oil gathering system has a gathering capacity of
    approximately 35,000 bpd. Gathered crude oil provides a
    base supply of feedstock for our refinery and serves as an
    attractive and competitive supply of crude oil. During 2010, we
    gathered an average of approximately 31,000 bpd.
    Phillipsburg Terminal.  We own storage and
    terminalling facilities for refined fuels in Phillipsburg,
    Kansas. The asphalt storage and terminalling facilities are used
    to receive, store and redeliver asphalt for another oil company
    for a fee pursuant to an asphalt services agreement.
    Pipelines.  We own a proprietary pipeline
    system capable of transporting approximately 145,000 bpd of
    crude oil from Caney, Kansas to our refinery. Crude oils sourced
    outside of our proprietary gathering system are delivered by
    common carrier pipelines into various terminals in Cushing,
    Oklahoma, where they are blended and then delivered to Caney,
    Kansas via a pipeline owned by Plains Pipeline L.P.
    (Plains). We also own associated crude oil storage
    tanks with a capacity of approximately 1.2 million barrels
    located outside our refinery.    Feedstocks
    Supply
     6




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Marketing
    and Distribution
    Customers
    Competition
   7




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Seasonality
  and/or
  Nitrogen
    Fertilizer Business
    Raw
    Material Supply
  60-mile
        start-up
  Nitrogen
    Production and Plant Reliability
     8




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Distribution,
    Sales and Marketing
    freight-on-board
      Customers
   9




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Competition
        Seasonality
    Environmental
    Matters
    
    restrictions on operations or the need to install enhanced or
    additional controls;
    the need to obtain and comply with permits and authorizations; 10




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
    liability for the investigation and remediation of contaminated
    soil and groundwater at current and former facilities (if any)
    and off-site waste disposal locations; and
    specifications for the products marketed by our petroleum
    business and the nitrogen fertilizer business, primarily
    gasoline, diesel fuel, UAN and ammonia.      The
    Federal Clean Air Act
  and/or 2
  and/or
    2
 11




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Release
    Reporting
      Fuel
    Regulations
  Tier II, Low Sulfur Fuels.
 12




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Mobile
    Source Air Toxic II Emissions
    Renewable
    Fuel Standards
    Greenhouse
    Gas Emissions
  2 cap-and-trade 2 cap-and-trade
  Phase-in
 13




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2 cap-and-trade
      RCRA
  on-site
  Waste Management.
    Impacts of Past Manufacturing.
 14




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Total Operation &


TotalSite





Maintenance


EstimatedInvestigation


Capital


Costs


CostsFacility

Costs


Costs


Through 2014


Through 2014(in millions)Coffeyville Refinery

$
0.2


$



$
0.8


$
1.0Phillipsburg Terminal


0.2







1.0



1.2Total Estimated Costs

$
0.4


$



$
1.8


$
2.2     Financial Assurance. clean-up clean-up clean-up clean-up
  Environmental
    Remediation
    Safety,
    Health and Security Matters
   15




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Process Safety Management.
    Emergency Planning and Response. on-site
  Security.
  Community Advisory Panel.
  Employees
    AFL-CIO-CLC
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
 16




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Trademarks,
    Trade Names and Service Marks
  Form 10-K
  Item 1A.
    Risk
    Factors  You should carefully consider each of the following risks
    together with the other information contained in this Report and
    all of the information set forth in our filings with the SEC. If
    any of the following risks and uncertainties develops into
    actual events, our business, financial condition or results of
    operations could be materially adversely affected.
  Risks
    Related to the Petroleum Business
  The
    price volatility of crude oil, other feedstocks and refined
    products may have a material adverse effect on our earnings,
    profitability and cash flows.
          Our
    internally generated cash flows and other sources of liquidity
    may not be adequate for our capital needs.
   17




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asset-backed week-to-week month-to-month
    If we
    are required to obtain our crude oil supply without the benefit
    of a crude oil supply agreement, our exposure to the risks
    associated with volatile crude oil prices may increase and our
    liquidity may be reduced.
    Disruption
    of our ability to obtain an adequate supply of crude oil could
    reduce our liquidity and increase our costs.
     18




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If our
    access to the pipelines on which we rely for the supply of our
    feedstock and the distribution of our products is interrupted,
    our inventory and costs may increase and we may be unable to
    efficiently distribute our products.
    Our
    petroleum business financial results are seasonal and
    generally lower in the first and fourth quarters of the year,
    which may cause volatility in the price of our common
    stock.
  and/or
  We
    face significant competition, both within and outside of our
    industry. Competitors who produce their own supply of
    feedstocks, have extensive retail outlets, make alternative
    fuels or have greater financial resources than we do may have a
    competitive advantage over us.
       19




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Changes
    in our credit profile may affect our relationship with our
    suppliers, which could have a material adverse effect on our
    liquidity and our ability to operate our refineries at full
    capacity.
    The
    recent adoption of derivatives legislation by the U.S. Congress
    could have an adverse effect on our ability to hedge risks
    associated with our business.
  over-the-counter
  Risks
    Related to the Nitrogen Fertilizer Business
  The
    nitrogen fertilizer business is, and nitrogen fertilizer prices
    are, cyclical and highly volatile, and the nitrogen fertilizer
    business has experienced substantial downturns in the past.
    Cycles in demand and pricing could potentially expose the
    nitrogen fertilizer business to significant fluctuations in its
    operating and financial results, and have a material adverse
    effect on our earnings, profitability and cash
    flows.
       20




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The
    costs associated with operating the nitrogen fertilizer plant
    are largely fixed. If nitrogen fertilizer prices fall below a
    certain level, the nitrogen fertilizer business may not generate
    sufficient revenue to operate profitably or cover its
    costs.
    A
    decline in natural gas prices could impact the nitrogen
    fertilizer business relative competitive position when
    compared to other nitrogen fertilizer producers.
    Any
    decline in U.S. agricultural production or limitations on the
    use of nitrogen fertilizer for agricultural purposes could have
    a material adverse effect on the market for nitrogen fertilizer,
    and on our results of operations, financial condition and cash
    flows.
     21




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A
    major factor underlying the current high level of demand for
    nitrogen-based fertilizer products is the expanding production
    of ethanol. A decrease in ethanol production, an increase in
    ethanol imports or a shift away from corn as a principal raw
    material used to produce ethanol could have a material adverse
    effect on our results of operations, financial condition and
    cash flows.
      Nitrogen
    fertilizer products are global commodities, and the nitrogen
    fertilizer business faces intense competition from other
    nitrogen fertilizer producers.
    Adverse
    weather conditions during peak fertilizer application periods
    may have a material adverse effect on our results of operations,
    financial condition and cash flows, because the agricultural
    customers of the nitrogen fertilizer business are geographically
    concentrated.
   22




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The
    nitrogen fertilizer business is seasonal, which may result in it
    carrying significant amounts of inventory and seasonal
    variations in working capital. Our inability to predict future
    seasonal nitrogen fertilizer demand accurately may result in
    excess inventory or product shortages.
        The
    nitrogen fertilizer business operations are dependent on
    third party suppliers, including Linde, which owns an air
    separation plant that provides oxygen, nitrogen and compressed
    dry air to its gasifiers, and the City of Coffeyville, which
    supplies the nitrogen fertilizer business with electricity. A
    deterioration in the financial condition of a third party
    supplier, a mechanical problem with the air separation plant, or
    the inability of a third party supplier to perform in accordance
    with its contractual obligations could have a material adverse
    effect on our results of operations, financial condition and
    cash flows.
    The
    nitrogen fertilizer business results of operations,
    financial condition and cash flows may be adversely affected by
    the supply and price levels of pet coke.
   23




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The
    nitrogen fertilizer business relies on third party providers of
    transportation services and equipment, which subjects it to
    risks and uncertainties beyond its control that may have a
    material adverse effect on our results of operations, financial
    condition and cash flows.
        The
    nitrogen fertilizer business results of operations are
    highly dependent upon and fluctuate based upon business and
    economic conditions and governmental policies affecting the
    agricultural industry. These factors are outside of our control
    and may significantly affect our profitability.
    
    weather patterns and field conditions (particularly during
    periods of traditionally high nitrogen fertilizer consumption);
    quantities of nitrogen fertilizers imported to and exported from
    North America;
    current and projected grain inventories and prices, which are
    heavily influenced by U.S. exports and world-wide grain
    markets; and
    U.S. governmental policies, including farm and biofuel
    policies, which may directly or indirectly influence the number
    of acres planted, the level of grain inventories, the mix of
    crops planted or crop prices.   24




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Ammonia
    can be very volatile and extremely hazardous. Any liability for
    accidents involving ammonia that cause severe damage to property
    or injury to the environment and human health could have a
    material adverse effect on our results of operations, financial
    condition and cash flows. In addition, the costs of transporting
    ammonia could increase significantly in the
    future.
        Environmental
    laws and regulations on fertilizer end-use and application and
    numeric nutrient water quality criteria could have a material
    adverse impact on fertilizer demand in the future.
   25




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The
    nitrogen fertilizer business plans to address its
    CO2production
    may not be successful.
  2 2 2 2
  If
    licensed technology were no longer available, the nitrogen
    fertilizer business may be adversely affected.
    The
    nitrogen fertilizer business may face third party claims of
    intellectual property infringement, which if successful could
    result in significant costs.
    There
    can be no assurance that the transportation costs of the
    nitrogen fertilizer business competitors will not
    decline.
   26




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Risks
    Related to Our Entire Business
  Instability
    and volatility in the capital, credit and commodity markets in
    the global economy could negatively impact our business,
    financial condition, results of operations and cash
    flows.
    
    Although we believe we have sufficient liquidity under our ABL
    credit facility to run our business, under extreme market
    conditions there can be no assurance that such funds would be
    available or sufficient, and in such a case, we may not be able
    to successfully obtain additional financing on favorable terms,
    or at all.
    Market volatility could exert downward pressure on our stock
    price, which may make it more difficult for us to raise
    additional capital and thereby limit our ability to grow.
    Our ABL credit facility contains various covenants that we must
    comply with and if we are not in compliance, there can be no
    assurance that we would be able to successfully amend the
    agreement in the future. Further, any such amendment could be
    very expensive.
    Market conditions could result in our significant customers
    experiencing financial difficulties. We are exposed to the
    credit risk of our customers, and their failure to meet their
    financial obligations when due because of bankruptcy, lack of
    liquidity, operational failure or other reasons could result in
    decreased sales and earnings for us.  Our
    refinery and nitrogen fertilizer facilities face operating
    hazards and interruptions, including unscheduled maintenance or
    downtime. We could face potentially significant costs to the
    extent these hazards or interruptions cause a material decline
    in production and are not fully covered by our existing
    insurance coverage. Insurance companies that currently insure
    companies in the energy industry may cease to do so, may change
    the coverage provided or may substantially increase premiums in
    the future.
      
    unscheduled maintenance or catastrophic events such as a major
    accident or fire, damage by severe weather, flooding or other
    natural disaster;
    labor difficulties that result in a work stoppage or slowdown;
    environmental proceedings or other litigation that compel the
    cessation of all or a portion of the operations; and
    increasingly stringent environmental regulations.   27




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45-day sub-limits sub-limit sub-limits
    Environmental
    laws and regulations could require us to make substantial
    capital expenditures to remain in compliance or to remediate
    current or future contamination that could give rise to material
    liabilities.
  and/or
   28




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and/or
         29




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We may
    be unable to obtain or renew permits necessary for our
    operations, which could inhibit our ability to do
    business.
    Climate
    change laws and regulations could have a material adverse effect
    on our results of operations, financial condition, and cash
    flows.
  2 cap-and-trade 2 cap-and-trade
    2
 30




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cap-and-trade
      We are
    subject to strict laws and regulations regarding employee and
    process safety, and failure to comply with these laws and
    regulations could have a material adverse effect on our results
    of operations, financial condition and
    profitability.
    Both
    the petroleum and nitrogen fertilizer businesses depend on
    significant customers and the loss of one or several significant
    customers may have a material adverse impact on our results of
    operations and financial condition.
    The
    acquisition and expansion strategy of our petroleum business and
    the nitrogen fertilizer business involves significant
    risks.
   31




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
    unforeseen difficulties in the acquired operations and
    disruption of the ongoing operations of our petroleum business
    and the nitrogen fertilizer business;
    failure to achieve cost savings or other financial or operating
    objectives with respect to an acquisition;
    strain on the operational and managerial controls and procedures
    of our petroleum business and the nitrogen fertilizer business,
    and the need to modify systems or to add management resources;
    difficulties in the integration and retention of customers or
    personnel and the integration and effective deployment of
    operations or technologies;
    assumption of unknown material liabilities or regulatory
    non-compliance issues;
    amortization of acquired assets, which would reduce future
    reported earnings;
    possible adverse short-term effects on our cash flows or
    operating results; and
    diversion of managements attention from the ongoing
    operations of our business.  2
    We are
    a holding company and depend upon our subsidiaries for our cash
    flow.
   32




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Our
    significant indebtedness may affect our ability to operate our
    business, and may have a material adverse effect on our
    financial condition and results of operations.
    
    limiting our ability to obtain additional financing to fund our
    working capital needs, capital expenditures, debt service
    requirements or for other purposes;
    limiting our ability to use operating cash flow in other areas
    of our business because we must dedicate a substantial portion
    of these funds to service debt;
    limiting our ability to compete with other companies who are not
    as highly leveraged, as we may be less capable of responding to
    adverse economic and industry conditions;
    placing restrictive financial and operating covenants in the
    agreements governing our and our subsidiaries long-term
    indebtedness and bank loans, including, in the case of certain
    indebtedness of subsidiaries, certain covenants that restrict
    the ability of subsidiaries to pay dividends or make other
    distributions to us;
    exposing us to potential events of default (if not cured or
    waived) under financial and operating covenants contained in our
    or our subsidiaries debt instruments that could have a
    material adverse effect on our business, financial condition and
    operating results;
    increasing our vulnerability to a downturn in general economic
    conditions or in pricing of our products; and
    limiting our ability to react to changing market conditions in
    our industry and in our customers industries.       33




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A
    substantial portion of our workforce is unionized and we are
    subject to the risk of labor disputes and adverse employee
    relations, which may disrupt our business and increase our
    costs.
    Our
    business may suffer if any of our key senior executives or other
    key employees discontinues employment with us. Furthermore, a
    shortage of skilled labor or disruptions in our labor force may
    make it difficult for us to maintain labor
    productivity.
    New
    regulations concerning the transportation of hazardous
    chemicals, risks of terrorism and the security of chemical
    manufacturing facilities could result in higher operating
    costs.
    Compliance
    with and changes in the tax laws could adversely affect our
    performance.
   34




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Risks
    Related to Our Common Stock
  Shares
    eligible for future sale may cause the price of our common stock
    to decline.
    Risks
    Related to the Limited Partnership Structure Through Which
    We Currently Hold Our Interest in the Nitrogen Fertilizer
    Business
  There
    are risks associated with the limited partnership structure
    through which we currently hold our interest in the Nitrogen
    Fertilizer Business. Some of these risks include:
  
    Because we neither serve as, nor control, the managing general
    partner of the Partnership, the managing general partner may
    operate the Partnership in a manner with which we disagree or
    which is not in our interest. CVR GP, LLC or Fertilizer GP,
    which is owned by CALLC III and senior management, is the
    managing general partner of the Partnership which holds the
    nitrogen fertilizer business. The managing general partner is
    authorized to manage the operations of the nitrogen fertilizer
    business (subject to our specified joint management rights), and
    we do not control the managing general partner. Although our
    senior management also serves as the senior management of
    Fertilizer GP, in accordance with a services agreement among us,
    Fertilizer GP and the Partnership, our senior management
    operates the Partnership under the direction of the managing
    general partners board of directors and Fertilizer GP has
    the right to select different management at any time (subject to
    our joint right in relation to the chief executive officer and
    chief financial officer of the managing general partner).
    Accordingly, the managing general partner may operate the
    Partnership in a manner with which we disagree or which is not
    in the interests of our company and our stockholders.
    The Partnership has a preferential right to pursue most
    corporate opportunities (outside of the refining business)
    before we can pursue them. Also, we have agreed with the
    Partnership that we will not own or operate a fertilizer
    business other than the Partnership (with certain exceptions).
    If the Partnership elects to pursue and completes a public
    offering or private placement of limited partner interests, our
    voting power in the Partnership would be reduced and our rights
    to distributions from the Partnership could be materially
    adversely affected.
    We may be required in the future to share increasing portions of
    the cash flows of the nitrogen fertilizer business with third
    parties and we may in the future be required to deconsolidate
    the nitrogen fertilizer business from our consolidated financial
    statements.
    Fertilizer GP can require us to be a selling unit holder in the
    Partnerships initial offering at an undesirable time or
    price.
    Our rights to remove Fertilizer GP as managing general partner
    of the Partnership are extremely limited.
    Fertilizer GPs interest in the Partnership and the control
    of Fertilizer GP may be transferred to a third party without our
    consent. The new owners of Fertilizer GP may have no interest in
    CVR Energy and may take actions that are not in our interest. 35




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Our
    rights to receive distributions from the Partnership may be
    limited over time.
      The
    managing general partner of the Partnership has a fiduciary duty
    to favor the interests of its owners, and these interests may
    differ from, or conflict with, our interests and the interests
    of our stockholders.
  and/or
    
    Fertilizer GP, as managing general partner of the Partnership,
    holds all of the IDRs in the Partnership. IDRs give Fertilizer
    GP a right to increasing percentages of the Partnerships
    quarterly distributions after the IDR Effective Date, and if the
    quarterly distributions exceed the target of $0.4313 per unit.
    Fertilizer GP may have an incentive to manage the Partnership in
    a manner which preserves or increases the possibility of these
    future cash flows rather than in a manner that preserves or
    increases current cash flows.
    The owners of Fertilizer GP, who include the Goldman Sachs
    Funds, the Kelso Funds and senior management, are permitted to
    compete with us or the Partnership or to own businesses that
    compete with us or the Partnership. In addition, the owners of
    Fertilizer GP are not required to share business opportunities
    with us, and our owners are not required to share business
    opportunities with the Partnership or Fertilizer GP.
    Neither the partnership agreement nor any other agreement
    requires the owners of Fertilizer GP to pursue a business
    strategy that favors us or the Partnership. The owners of
    Fertilizer GP have fiduciary duties to make decisions in their
    own best interests, which may be contrary to our interests and
    the interests of the Partnership. In addition, Fertilizer GP is
    allowed to take into account the interests of 36




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parties other than us, such as its owners, or the Partnership in
    resolving conflicts of interest, which has the effect of
    limiting its fiduciary duty to us.  
    Fertilizer GP has limited its liability and reduced its
    fiduciary duties under the partnership agreement and has also
    restricted the remedies available to the unitholders of the
    Partnership, including us, for actions that, without the
    limitations, might constitute breaches of fiduciary duty. As a
    result of our ownership interest in the Partnership, we may
    consent to some actions and conflicts of interest that might
    otherwise constitute a breach of fiduciary or other duties under
    applicable state law.
    Fertilizer GP determines the amount and timing of asset
    purchases and sales, capital expenditures, borrowings, repayment
    of indebtedness, issuances of additional partnership interests
    and cash reserves maintained by the Partnership (subject to our
    specified joint management rights), each of which can affect the
    amount of cash that is available for distribution to us.
    Fertilizer GP is also able to determine the amount and timing of
    any capital expenditures and whether a capital expenditure is
    for maintenance, which reduces operating surplus, or expansion,
    which does not. Such determinations can affect the amount of
    cash that is available for distribution and the manner in which
    the cash is distributed.
    The partnership agreement does not restrict Fertilizer GP from
    causing the nitrogen fertilizer business to pay it or its
    affiliates for any services rendered to the Partnership or
    entering into additional contractual arrangements with any of
    these entities on behalf of the Partnership.
    Fertilizer GP determines which costs incurred by it and its
    affiliates are reimbursable by the Partnership.
    The executive officers of Fertilizer GP, and the majority of the
    directors of Fertilizer GP, also serve as our directors
    and/or
    executive officers. The executive officers who work for both us
    and Fertilizer GP, including our chief executive officer, chief
    operating officer, chief financial officer and general counsel,
    divide their time between our business and the business of the
    Partnership. These executive officers will face conflicts of
    interest from time to time in making decisions which may benefit
    either us or the Partnership.  The
    Fertilizer GP can require us to purchase the managing general
    partner interest in the Partnership. We may not have requisite
    funds to do so.
       37




---



##### 



If we
    were deemed an investment company under the Investment Company
    Act of 1940, applicable restrictions would make it impractical
    for us to continue our business as contemplated and could have a
    material adverse effect on our business. We may in the future be
    required to sell some or all of our partnership interests in
    order to avoid being deemed an investment company, and such
    sales could result in gains taxable to the
    company.
        Risks
    Related to the Structure Through Which We Would Hold Our
    Interest
    in the Nitrogen Fertilizer Business Following an Equity Offering
    at the Nitrogen Fertilizer Business
  We may
    have liability to repay distributions that are wrongfully
    distributed to us.
    If the
    Partnership effects an initial public offering of its common
    units, public investors will own a portion of the nitrogen
    fertilizer business.
   38




---



##### 



The
    nitrogen fertilizer business will incur increased costs as a
    result of being a publicly traded partnership.
  Sarbanes-Oxley
    As a
    stand-alone public company, the nitrogen fertilizer business
    will be exposed to risks relating to evaluations of controls
    required by Section 404 of the Sarbanes-Oxley
    Act.
  Sarbanes-Oxley
   39




---



##### 



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Location

Acres

Own/Lease

UseCoffeyville, KS

440

Own

Coffeyville Resources: oil refinery and office buildings
    Partnership: fertilizer plantPhillipsburg, KS

200

Own

Terminal facilityMontgomery County, KS (Coffeyville Station)

20

Own

Crude oil storageMontgomery County, KS (Broome Station)

20

Own

Crude oil storageBartlesville, OK

25

Own

Truck storage and office buildingsWinfield, KS

5

Own

Truck storageCowley County, KS (Hooser Station)

80

Own

Crude oil storageHoldrege, NE

7

Own

Crude oil storageStockton, KS

6

Own

Crude oil storage       Item 3.
    Legal
    Proceedings    Item 4.
    (Removed
    and Reserved) 40




---



##### 



PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    2010:

High

LowFirst Quarter

$
9.60


$
7.10Second Quarter


9.41



6.89Third Quarter


8.34



6.71Fourth Quarter


15.35



7.89   2009:

High

LowFirst Quarter

$
6.71


$
3.13Second Quarter


10.74



5.24Third Quarter


12.67



6.21Fourth Quarter


13.89



6.50   Holders
    of Record
    Dividend
    Policy
     41




---



##### 



Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    BETWEEN OCTOBER 23, 2007 AND DECEMBER 31, 2010
    among CVR Energy, Inc., Russell 2000 Index and a peer
    group
  
    Oct 07

Dec 07

Mar 08

Jun 08

Sep 08

Dec 08

Mar 09

Jun 09

Sep 09

Dec 09

Mar 10

Jun 10

Sep 10

Dec 10CVR Energy, Inc.


100.00



123.16



113.73



95.06



42.07



19.75



27.36



36.20



61.43



33.88



43.21



37.14



40.74



74.96Russell 2000 Index


100.00



93.59



84.05



84.26



83.02



61.02



51.65



62.10



73.83



76.40



82.91



74.46



82.60



90.24Peer Group


100.00



84.02



58.83



50.99



40.49



27.68



33.43



27.26



31.52



28.34



31.53



30.31



31.66



47.10  42




---



##### 



Purchases
    of Equity Securities by the Issuer
    Maximum Number (orApproximate DollarTotal Number of Shares


Value) of Shares thatPurchased as Part of


May Yet Be PurchasedTotal Number of


Average Price Paid per


Publicly Announced


Under thePeriod

Shares Purchased


Share


Plans or Programs


Plans or ProgramsOctober 1, 2010 to October 31, 2010














November 1, 2010 to November 30, 2010














December 1, 2010 to December 31, 2010


22,765


$
14.27







Total


22,765


$
14.27







   Equity
    Compensation Plans
    Equity Compensation Plan InformationNumber ofSecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon


Weighted-Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options


Outstanding Options


(Excluding SecuritiesPlan Category

Warrants and Rights(a)


Warrants and Rights(b)


Reflected in (a) (c))Equity compensation plans approved by security holders:CVR Energy, Inc. Long-Term Incentive Plan


22,900
(1)

$
18.03



5,835,428
(2)Equity compensation plans not approved by security holders:None










Total


22,900


$
18.03



5,835,428     (1)
    
    Represents shares of common stock to be issued upon the exercise
    of outstanding options granted pursuant to the CVR Energy, Inc.
    2007 Long-Term Incentive Plan.(2)
    
    Represents shares of common stock that remain available for
    future issuance pursuant to the CVR Energy, Inc. 2007 Long-Term
    Incentive Plan in connection with awards of stock options,
    non-vested common stock, stock appreciation rights, dividend
    equivalent rights, share awards and performance awards. As of
    December 31, 2010, 1,657,056 shares of non-vested
    common stock had been granted under this plan, of which
    4,899 shares have been forfeited and 1,369,182 remain
    unvested. 43




---



##### 



Item 6.
    Selected
    Financial Data        Year Ended December 31,2010


2009


2008


2007


2006(in millions, except share data)Statements of Operations Data:Net sales

$
4,079.8


$
3,136.3


$
5,016.1


$
2,966.9


$
3,037.6Cost of product sold(1)


3,568.1



2,547.7



4,461.8



2,308.8



2,443.4Direct operating expenses(1)


240.8



226.0



237.5



276.1



199.0Selling, general and administrative expenses(1)


92.0



68.9



35.2



93.1



62.6Net costs associated with flood


(1.0
)


0.6



7.9



41.5



Depreciation and amortization


86.8



84.9



82.2



60.8



51.0Goodwill impairment(2)










42.8







Operating income

$
93.1


$
208.2


$
148.7


$
186.6


$
281.6Other income (expense), net(3)


(13.2
)


(0.1
)


(5.9
)


0.2



(20.8
)Interest expense


(50.3
)


(44.2
)


(40.3
)


(61.1
)


(43.9
)Gain (loss) on derivatives, net


(1.5
)


(65.3
)


125.3



(282.0
)


94.5Income (loss) before income taxes and noncontrolling interest

$
28.1


$
98.6


$
227.8


$
(156.3
)

$
311.4Income tax (expense) benefit


(13.8
)


(29.2
)


(63.9
)


88.5



(119.8
)Noncontrolling interest














0.2



Net income (loss)(4)

$
14.3


$
69.4


$
163.9


$
(67.6
)

$
191.6Basic earnings (loss) per share(5)

$
0.17


$
0.80


$
1.90


$
(0.78
)

$
2.22Diluted earnings (loss) per share(5)

$
0.16


$
0.80


$
1.90


$
(0.78
)

$
2.22Weighted-average common shares outstanding(5):Basic


86,340,342



86,248,205



86,145,543



86,141,291



86,141,291Diluted


86,789,179



86,342,433



86,224,209



86,141,291



86,158,791Management common units subject to redemption

















$
3.1Common units

















$
246.9 44




---



##### 



Year Ended December 31,2010


2009


2008


2007


2006(in millions, except share data)Balance Sheet Data:Cash and cash equivalents

$
200.0


$
36.9


$
8.9


$
30.5


$
41.9Working capital


333.6



235.4



128.5



10.7



112.3Total assets


1,740.2



1,614.5



1,610.5



1,868.4



1,449.5Total debt, including current portion


477.0



491.3



495.9



500.8



775.0Noncontrolling interest(6)


10.6



10.6



10.6



10.6



4.3Total CVR stockholders equity/members equity


689.6



653.8



579.5



432.7



76.4Cash Flow Data:Net cash flow provided by (used in):Operating activities


225.4



85.3



83.2



145.9



186.6Investing activities


(31.3
)


(48.3
)


(86.5
)


(268.6
)


(240.2
)Financing activities


(31.0
)


(9.0
)


(18.3
)


111.3



30.8Other Financial Data:Capital expenditures for property, plant and equipment


32.4



48.8



86.5



268.6



240.2     (1)
    
    Amounts are shown exclusive of depreciation and amortization.(2)
    
    Upon applying the goodwill impairment testing criteria under
    existing accounting rules during the fourth quarter of 2008, we
    determined that the goodwill in the petroleum segment was
    impaired, which resulted in a goodwill impairment loss of
    $42.8 million. This represented a write-off of the entire
    balance of the petroleum segments goodwill.(3)
    
    During the years ended December 31, 2010, 2009, 2008, 2007
    and 2006, we recognized a loss of $16.6 million,
    $2.1 million, $10.0 million, $1.3 million and
    $23.4 million, respectively, on early extinguishment of
    debt.(4)
    
    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 due to their
    unusual or infrequent nature:  Year Ended December 31,2010

2009

2008

2007

2006(in millions)Loss on extinguishment of debt(a)

$
16.6


$
2.1


$
10.0


$
1.3


$
23.4Letter of credit expense and interest rate swap not included in
    interest expense(b)


4.7



13.4



7.4



1.8



Major scheduled turnaround expense(c)


4.8







3.3



76.4



6.6Unrealized (gain) loss from Cash Flow Swap






40.9



(253.2
)


103.2



(126.8
)Share-based compensation(d)


37.2



8.8



(42.5
)


44.1



16.9Goodwill impairment(e)










42.8







     (a)
    Represents (1) for 2010, a premium of 2.0% paid in
    connection with unscheduled prepayments and payoff of our
    tranche D term loan contributing $9.6 million of the
    loss on extinguishment. Additionally, $5.4 million of the
    loss on extinguishment of debt was attributable to the write-off
    of previously deferred financing costs associated with the
    payoff of the tranche D term loan. Concurrent with the
    issuance of the senior secured notes, $0.1 million of third
    party costs were immediately expensed. In December 2010, we made
    a voluntary unscheduled principal payment on our senior secured
    notes resulting in a premium payment of 3.0% and a partial
    write-off of previously deferred financing costs and unamortized
    original issue discount totaling $1.6 million; (2) for
    2009, the write-off of $2.1 million of previously deferred
    financing costs in connection with the reduction, effective
    June 1, 2009, and eventual termination of the first
    priority funded letter of credit facility on October 15,
    2009; (3) for 2008, the write-off of $10.0 million of
    previously deferred financing costs in connection with the
    second amendment to our first priority credit facility on
    December 22, 2008; 45




---



##### 



(4) for 2007, the write-off of $1.3 million of
    previously deferred financing costs in connection with the
    repayment and termination of three credit facilities on
    October 26, 2007; and (5) for 2006, the write-off of
    $23.4 million in connection with the refinancing of our
    senior secured credit facility on December 28, 2006.  (b)
    Consists of fees which are expensed to selling, general and
    administrative expenses in connection with our letters of credit
    outstanding and the first priority funded letter of credit
    facility issued in support of the Cash Flow Swap until it was
    terminated effective October 15, 2009.  (c)
    Represents expense associated with a major scheduled turnaround
    at the nitrogen fertilizer plant and our refinery.  (d)
    Represents the impact of share-based compensation awards.  (e)
    Upon applying the goodwill impairment testing criteria under
    existing accounting rules during the fourth quarter of 2008, we
    determined that the goodwill in the petroleum segment was
    impaired, which resulted in a goodwill impairment loss of
    $42.8 million. This represented a write-off of the entire
    balance of the petroleum segments goodwill.  (5)
    
    Earnings per share and weighted-average shares outstanding are
    shown on a pro forma basis for 2007 and 2006.(6)
    
    Noncontrolling interest at December 31, 2006 reflects
    common stock in two of our subsidiaries owned by our chief
    executive officer (which were exchanged for shares of our common
    stock with an equivalent value prior to the consummation of our
    initial public offering). The noncontrolling interest at
    December 31, 2010, 2009, 2008 and 2007 reflects CALLC
    IIIs ownership of the managing general partner interest
    and the IDRs of the Partnership. In our 2008 and 2007 Annual
    Report on
    Form 10-K,
    our noncontrolling interest was previously referred to as
    minority interest. As a result of the adoption of
    Financial Accounting Standards Board (FASB)
    Accounting Standards Codification (ASC)
    ASC Topic 810  Consolidation, the term
    minority interest has been updated accordingly for
    all periods presented.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with our financial statements and related notes included
    elsewhere in this Report.
  Forward-Looking
    Statements
    
    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.   46




---



##### 



Overview
    and Executive Summary
      Petroleum business.
    time-to-time
  Nitrogen fertilizer business. ton-per-day ton-per-day
 47




---



##### 



CVRs
    Shelf Registration Statements
  Form S-3
  Form S-3
    Major
    Influences on Results of Operations
  Petroleum
    Business
  first-in,
 48




---



##### 



49




---



##### 



Nitrogen
    Fertilizer Business
     50




---



##### 



out-of-region
        13-15 days
 51




---



##### 



Agreements
    Between CVR Energy and the Partnership
  and/or
  UAN-based
    Factors
    Affecting Comparability
    Refinancing
    and Prior Indebtedness
       52




---



##### 



Goodwill
    Impairment Charges
    2010
    and 2008 Turnarounds
   53




---



##### 



Cash
    Flow Swap
  Derivatives and Hedging
  Share-Based
    Compensation
  Compensation  Stock
    Compensation,
    non-vested share-based
 54




---



##### 



September
    2010 UAN Vessel Rupture
        Fertilizer
    Plant Property Taxes
    Consolidation
    of Nitrogen Fertilizer Limited Partnership
   55




---



##### 



ASC 810-10, Consolidation  Variable Interest Entities 810-10).
  ASC 810-10,
        
    a sale of some or all of our partnership interests to an
    unrelated party;
    a sale of the managing general partner interest to a third party;
    the issuance by the Partnership of partnership interests to
    parties other than us or our related parties; and
    the acquisition by us of additional partnership interests
    (either new interests issued by the Partnership or interests
    acquired from unrelated interest holders).     56




---



##### 



Industry
    Factors
  Petroleum
    Business
        Nitrogen
    Fertilizer Business
    U.S. 30-day
   57




---



##### 



Results
    of Operations
    Consolidated
    Results of Operations
            Year Ended December 31,Consolidated Financial Results

2010


2009


2008(in millions)Net sales

$
4,079.8


$
3,136.3


$
5,016.1Cost of product sold (exclusive of depreciation and amortization)


3,568.1



2,547.7



4,461.8Direct operating expenses (exclusive of depreciation and
    amortization)


240.8



226.0



237.5Selling, general and administrative expense (exclusive of
    depreciation and amortization)


92.0



68.9



35.2Net costs associated with flood


(1.0
)


0.6



7.9Depreciation and amortization(1)


86.8



84.9



82.2Goodwill impairment(2)










42.8Operating income

$
93.1


$
208.2


$
148.7Net income(3)


14.3



69.4



163.9     (1)
    
    Depreciation and amortization is comprised of the following
    components as excluded from cost of product sold, direct
    operating expense and selling, general and administrative
    expense:  58




---



##### 



Year Ended December 31,Consolidated Financial Results

2010

2009

2008(in millions)Depreciation and amortization excluded from cost of product sold

$
2.8


$
2.9


$
2.5Depreciation and amortization excluded from direct operating
    expenses


81.9



80.0



78.0Depreciation and amortization excluded from selling, general and
    administrative expense


2.1



2.0



1.7Total depreciation and amortization

$
86.8


$
84.9


$
82.2   (2)
    
    Upon applying the goodwill impairment testing criteria under
    existing accounting rules during the fourth quarter of 2008, we
    determined that the goodwill in the petroleum segment was
    impaired, which resulted in a goodwill impairment loss of
    $42.8 million. This represented a write-off of the entire
    balance of the petroleum segment goodwill.(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 due to their
    unusual or infrequent nature:  Year Ended December 31,Consolidated Financial Results

2010


2009


2008(in millions)Loss on extinguishment of debt(a)

$
16.6


$
2.1


$
10.0Letter of credit expense & interest rate swap not
    included in interest expense(b)


4.7



13.4



7.4Major scheduled turnaround expense(c)


4.8







3.3Unrealized (gain) loss from Cash Flow Swap






40.9



(253.2
)Share-based compensation expense(d)


37.2



8.8



(42.5
)Goodwill impairment(e)










42.8     (a)
    
    For 2010, we recognized a premium of 2.0% premium paid in
    connection with unscheduled prepayments and payoff of our
    tranche D term loan contributing $9.6 million of the loss
    on extinguishment of debt. Additionally, $5.4 million of
    the loss on extinguishment of debt was attributable to the
    write-off of previously deferred financing costs associated with
    the payoff of the tranche D term loan. Concurrent with the
    issuance of the senior secured notes, $0.1 million of third
    party costs were immediately expensed. In December 2010, we made
    a principal prepayment on our senior secured notes resulting in
    a premium payment of 3.0% and a partial write-off of previously
    deferred financing costs, underwriting discount and original
    issue discount totaling $1.6 million. For 2009, the
    $2.1 million loss on extinguishment of debt represents the
    write-off of deferred financing costs associated with the
    reduction of the first priority funded letter of credit facility
    from $150.0 million to $60.0 million, effective
    June 1, 2009, and eventual termination of the first
    priority funded letter of credit facility effective
    October 15, 2009. For 2008, represents the write-off of
    $10.0 million of deferred financing costs in connection
    with the second amendment to our first priority credit facility,
    which was amended on December 22, 2008.(b)
    
    Consists of fees which are expensed to selling, general and
    administrative expense in connection with our letters of credit
    outstanding and our first priority funded letter of credit
    facility issued in support of the Cash Flow Swap until it was
    terminated effective October 15, 2009. As noted above, the
    Cash Flow Swap was terminated effective October 8, 2009 and
    the related first priority funded letter of credit facility was
    terminated effective October 15, 2009.(c)
    
    Represents expenses associated with major scheduled turnarounds
    at the nitrogen fertilizer plant and our refinery.(d)
    
    Represents the impact of share-based compensation awards.(e)
    
    Upon applying the goodwill impairment testing criteria under
    existing accounting rules during the fourth quarter of 2008, we
    determined that the goodwill in the petroleum segment was
    impaired, 59




---



##### 



which resulted in a goodwill impairment loss of
    $42.8 million. This represented a write-off of the entire
    balance of the petroleum segments goodwill.  Year
    Ended December 31, 2010 Compared to the Year Ended
    December 31, 2009 (Consolidated)
  Net Sales. year-over-year year-over-year
  Cost of Product Sold (Exclusive of Depreciation and
    Amortization). year-over-year
  Direct Operating Expenses (Exclusive of Depreciation and
    Amortization). full-time
 60




---



##### 



year-over-year
  Selling, General and Administrative Expenses (Exclusive of
    Depreciation and Amortization).
  Operating Income.
  Interest Expense.
  Gain (Loss) on Derivatives, Net.
 61




---



##### 



year-over-year
  Loss on Extinguishment of Debt.
  Income Tax Expense. non-deductible
  Net Income.
  Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008 (Consolidated)
  Net Sales.
  Cost of Product Sold (Exclusive of Depreciation and
    Amortization). year-over-year
 62




---



##### 



Direct Operating Expenses (Exclusive of Depreciation and
    Amortization).
  Selling, General and Administrative Expenses (Exclusive of
    Depreciation and Amortization).
  Net Costs Associated with
    Flood.
  Goodwill Impairment.
 63




---



##### 



Operating Income.
  Interest Expense. year-over-year
  Gain (Loss) on Derivatives, Net.
  Income Tax Expense.
  Net Income.
  Petroleum
    Business Results of Operations
   64




---



##### 



Year Ended December 31,2010


2009


2008(in millions)Petroleum Business Financial ResultsNet sales

$
3,903.8


$
2,934.9


$
4,774.3Cost of product sold (exclusive of depreciation and amortization)


3,538.0



2,514.3



4,449.4Direct operating expenses (exclusive of depreciation and
    amortization)(1)


154.1



141.6



151.4Net costs associated with flood


(1.0
)


0.6



6.4Depreciation and amortization


66.4



64.4



62.7Gross profit(2)

$
146.3


$
214.0


$
104.4Plus direct operating expenses (exclusive of depreciation and
    amortization)


154.1



141.6



151.4Plus net costs associated with flood


(1.0
)


0.6



6.4Plus depreciation and amortization


66.4



64.4



62.7Refining margin(3)

$
365.8


$
420.6


$
324.9Goodwill impairment(4)

$



$



$
42.8Operating income

$
104.6


$
170.2


$
31.9Adjusted Petroleum EBITDA(5)

$
154.7


$
142.3


$
109.1   Year Ended December 31,2010

2009

2008(dollars per barrel)Key Operating StatisticsPer crude oil throughput barrel:Refining margin(3)

$
8.84


$
10.65


$
8.39Gross profit(2)


3.54



5.42



2.69Direct operating expenses (exclusive of depreciation and
    amortization)(1)


3.72



3.58



3.91Direct operating expenses per barrel sold(6)


3.32



3.21



3.47Barrels sold (barrels per day)(6)


127,142



125,005



119,061   65




---



##### 



Year Ended December 31,2010


2009


2008%





%





%Refining Throughput and Production 
    Data (bpd)Throughput:Sweet


89,746



72.5



82,598



68.7



77,315



65.7Light/medium sour


8,180



6.6



15,602



13.0



16,795



14.3Heavy sour


15,439



12.5



10,026



8.3



11,727



10.0Total crude oil throughput


113,365



91.6



108,226



90.0



105,837



90.0All other feedstocks and blendstocks


10,350



8.4



12,013



10.0



11,882



10.0Total throughput


123,715



100.0



120,239



100.0



117,719



100.0Production:Gasoline


61,136



49.1



62,309



51.6



56,852



48.0Distillate


50,439



40.5



46,909



38.8



48,257



40.7Other (excluding internally produced fuel)


12,978



10.4



11,549



9.6



13,422



11.3Total refining production (excluding internally produced fuel)


124,553



100.0



120,767



100.0



118,531



100.0Product price (dollars per gallon):Gasoline





$
2.10






$
1.68






$
2.50Distillate





$
2.20






$
1.68






$
3.00   Year Ended December 31,2010

2009

2008Market Indicators (dollars per barrel)West Texas Intermediate (WTI) NYMEX

$
79.61


$
62.09


$
99.75Crude Oil Differentials:WTI less WTS (light/medium sour)


2.15



1.53



3.44WTI less WCS (heavy sour)


15.07



9.57



19.42NYMEX Crack Spreads:Gasoline


9.62



9.05



4.76Heating Oil


10.53



8.03



20.25NYMEX 2-1-1 Crack Spread


10.07



8.54



12.50PADD II Group 3 Basis:Gasoline


(1.49
)


(1.25
)


0.12Ultra Low Sulfur Diesel


1.35



0.03



4.22PADD II Group 3 Product Crack:Gasoline


8.13



7.81



4.88Ultra Low Sulfur Diesel


11.88



8.06



24.47PADD II Group 3 2-1-1


10.01



7.93



14.68     (1)
    
    Direct operating expense is presented on a per crude oil
    throughput barrel basis. In order to derive the direct operating
    expenses per crude oil throughput barrel, we utilize the total
    direct operating expenses, which does not include depreciation
    or amortization expense, and divide by the applicable number of
    crude oil throughput barrels for the period. 66




---



##### 



(2)
    
    In order to derive the gross profit per crude oil throughput
    barrel, we utilize the total dollar figures for gross profit as
    derived above and divide by the applicable number of crude oil
    throughput barrels for the period.(3)
    
    Refining margin 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 refinerys performance as a general indication of the
    amount above our cost of product sold that 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)) is taken directly from our
    Statements 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 and refining margin per crude oil
    throughput barrel is important to enable investors to better
    understand and evaluate our ongoing operating results and for
    greater transparency in the review of our overall business,
    financial, operational and economic financial performance.(4)
    
    Upon applying the goodwill impairment testing criteria under
    existing accounting rules during the fourth quarter of 2008, we
    determined that the goodwill of the petroleum business was
    impaired, which resulted in a goodwill impairment loss of
    $42.8 million in the fourth quarter. This goodwill
    impairment is included in the petroleum business operating
    income but is excluded in the refining margin and the refining
    margin per crude oil throughput barrel.(5)
    
    Adjusted Petroleum EBITDA represents operating income adjusted
    for FIFO impacts (favorable) unfavorable, share-based
    compensation, loss on disposition of assets, major scheduled
    turnaround expenses, realized gain (loss) on derivatives, net,
    goodwill impairment, depreciation and amortization and other
    income (expense). Adjusted EBITDA by operating segment results
    from operating income by segment adjusted for items that we
    believe are needed in order to evaluate results in a more
    comparative analysis from period to period. Adjusted EBITDA by
    operating segment is not a recognized term under GAAP and should
    not be substituted for operating 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 by operating segment provides relevant and
    useful information that enables investors 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. Below is a reconciliation
    of operating income to adjusted EBITDA for the petroleum segment
    for the years ended December 31, 2010, 2009 and 2008:  Year Ended December 31,2010


2009


2008(unaudited)Petroleum:Petroleum operating income

$
104.6


$
170.2


$
31.9FIFO impacts (favorable), unfavorable(a)


(31.7
)


(67.9
)


102.5Share-based compensation


11.5



(3.7
)


(10.8
)Loss on disposition of assets(b)


1.3







Major scheduled turnaround expenses(c)


1.2







Realized gain (loss) on derivatives, net


0.7



(21.0
)


(121.0
)Goodwill impairment(d)










42.8Depreciation and amortization


66.4



64.4



62.7Other income (expense)


0.7



0.3



1.0Adjusted Petroleum EBITDA

$
154.7


$
142.3


$
109.1     (a)
    
    FIFO is the petroleum business basis for determining
    inventory value on a GAAP basis. 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 67




---



##### 



unfavorable FIFO impacts when crude oil prices decrease. The
    FIFO impact is calculated based upon inventory values at the
    beginning of the accounting period and at the end of the
    accounting period. In order to derive the FIFO impact per crude
    oil throughput barrel, we utilize the total dollar figures for
    the FIFO impact and divide by the number of crude oil throughput
    barrels for the period.(b)
    
    During the second quarter of 2010, the Company wrote-off an
    amount associated with a capital project.(c)
    
    Represents expense associated with a major scheduled turnaround
    at our refinery.(d)
    
    Upon applying the goodwill impairment testing criteria under
    existing accounting rules during the fourth quarter of 2008, we
    determined that the goodwill in the petroleum segment was
    impaired, which resulted in a goodwill impairment loss of
    $42.8 million. This represented a write-off of the entire
    balance of the petroleum segments goodwill.(6)
    
    Direct operating expense is presented on a per barrel sold
    basis. Barrels sold are derived from the barrels produced and
    shipped from the refinery. We utilize direct operating expenses,
    which does not include depreciation or amortization expense, and
    divide the applicable number of barrels sold for the period to
    derive the metric.  Year
    Ended December 31, 2010 Compared to the Year Ended
    December 31, 2009 (Petroleum Business)
  Net Sales.
  Year Ended December 31, 2010

Year Ended December 31, 2009


Total Variance


Volume

PriceVolume(1)

$ per barrel

Sales $(2)

Volume(1)

$ per barrel

Sales $(2)


Volume(1)

Sales $(2)


Variance

Variance(in millions)Gasoline


23.1


$
88.38


$
2,038.2



22.9


$
70.40


$
1,614.6




0.2


$
423.6



$
11.0


$
412.6Distillate


18.6


$
92.22


$
1,718.3



17.0


$
70.74


$
1,200.4




1.6


$
517.9



$
153.4


$
364.5     (1)
    
    Barrels in millions(2)
    
    Sales dollars in millions  Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
 68




---



##### 



Direct Operating Expenses (Exclusive of Depreciation and
    Amortization).
  Operating Income.
  Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008 (Petroleum Business)
  Net Sales.
 69




---



##### 



14-day 26-day
  Year Ended December 31, 2009

Year Ended December 31, 2008


Total Variance


Volume

PriceVolume(1)

$ per barrel

Sales $(2)

Volume(1)

$ per barrel

Sales $(2)


Volume(1)

Sales $(2)


Variance

Variance(in millions,)Gasoline


22.9


$
70.40


$
1,614.6



21.3


$
104.92


$
2,234.1




1.6


$
(619.5
)


$
115.6


$
(753.1
)Distillate


17.0


$
70.74


$
1,200.4



18.2


$
126.04


$
2,293.2




(1.2
)

$
(1,092.8
)


$
(86.7
)

$
(1,006.1
)     (1)
    
    Barrels in millions(2)
    
    Sales dollars in millions  Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
    Direct Operating Expenses (Exclusive of Depreciation and
    Amortization).
 70




---



##### 



Net Costs Associated with
    Flood.
  Goodwill Impairment.
  Operating Income.
  Nitrogen
    Fertilizer Business Results of Operations
    Year Ended December 31,Nitrogen Fertilizer Business Financial Results

2010

2009

2008(in millions)Net sales

$
180.5


$
208.4


$
263.0Cost of product sold (exclusive of depreciation and amortization)


34.3



42.2



32.6Direct operating expenses (exclusive of depreciation and
    amortization)


86.7



84.5



86.1Net costs associated with flood










Depreciation and amortization


18.5



18.7



18.0Operating income

$
20.4


$
48.9


$
116.8Adjusted Nitrogen Fertilizer (EBITDA)(1)

$
52.8


$
70.8


$
129.9   71




---



##### 



Year Ended December 31,Key Operating Statistics

2010


2009


2008Production (thousand tons):Ammonia (gross produced)(2)


392.7



435.2



359.1Ammonia (net available for sale)(2)


155.6



156.6



112.5UAN


578.3



677.7



599.2Pet coke consumed (thousand tons)


436.3



483.5



451.9Pet coke (cost per ton)

$
17


$
27


$
31Sales (thousand tons)(3):Ammonia


164.7



159.9



99.4UAN


580.7



686.0



594.2Total sales


745.4



845.9



693.6Product pricing (plant gate) (dollars per ton)(3):Ammonia

$
361


$
314


$
557UAN

$
179


$
198


$
303On-stream factor(4):Gasification


89.0
%


97.4
%


87.8
%Ammonia


87.7
%


96.5
%


86.2
%UAN


80.8
%


94.1
%


83.4
%Reconciliation to net sales (dollars in millions):Freight in revenue

$
17.0


$
21.3


$
18.9Hydrogen revenue


0.1



0.8



9.0Sales net plant gate


163.4



186.3



235.1Total net sales

$
180.5


$
208.4


$
263.0   Year Ended December 31,Market Indicators

2010


2009


2008Natural gas NYMEX (dollars per MMBtu)

$
4.38


$
4.16


$
8.91Ammonia  Southern Plains (dollars per ton)

$
437


$
306


$
707UAN  Mid Cornbelt (dollars per ton)

$
266


$
218


$
422     (1)
    
    Adjusted Nitrogen Fertilizer EBITDA represents operating income
    adjusted for share-based compensation, loss on disposition of
    assets, major scheduled turnaround expenses, depreciation and
    amortization and other income (expense). Adjusted EBITDA by
    operating segment results from operating income by segment
    adjusted for items that we believe are needed in order to
    evaluate results in a more comparative analysis from period to
    period. Adjusted EBITDA by operating segment is not a recognized
    term under GAAP and should not be substituted for operating
    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 by operating segment
    provides relevant and useful information that enables investors
    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. Below
    is a reconciliation of operating 72




---



##### 



income to adjusted EBITDA for the nitrogen fertilizer segment
    for the years ended December 31, 2010, 2009 and 2008:  Year Ended December 31,2010


2009


2008(unaudited)Nitrogen Fertilizer:Nitrogen fertilizer operating income

$
20.4


$
48.9


$
116.8Share-based compensation


9.0



3.2



(10.6
)Loss on disposition of assets(a)


1.4







2.3Major scheduled turnaround expenses(b)


3.5







3.3Depreciation and amortization


18.5



18.7



18.0Other income (expense)










0.1Adjusted Nitrogen Fertilizer EBITDA

$
52.8


$
70.8


$
129.9     (a)
    
    During the fourth quarter of 2010 and 2008, the Company
    wrote-off approximately $1.4 million and $2.3 million,
    respectively, of assets in connection with the biennial major
    scheduled turnaround completed by the nitrogen fertilizer
    business.(b)
    
    Represents expense associated with a major scheduled turnaround
    at our nitrogen fertilizer plant.  (2)
    
    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.(3)
    
    Plant gate sales per ton represent net sales less freight costs
    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. Excluding
    the impact of major scheduled turnaround, the Linde air
    separation unit outage and the UAN vessel rupture, (i) the
    on-stream factors in 2010 adjusted for these events would have
    been 97.6% for gasifier, 96.8% for ammonia and 96.1% for UAN,
    (ii) the on-stream factors in 2009 adjusted for the Linde
    air separation unit outage would have been 99.3% for gasifier,
    98.4% for ammonia and 96.1% for UAN, and (iii) the
    on-stream factors in 2008 adjusted for major scheduled
    turnaround would have been 91.7% for gasifier, 90.2% for ammonia
    and 87.4% for UAN.  Year
    Ended December 31, 2010 compared to the Year Ended
    December 31, 2009 (Nitrogen Fertilizer
    Business)
  Net Sales. year-over-year
 73




---



##### 



Year Ended December 31, 2010

Year Ended December 31, 2009


Total Variance


Volume

PriceVolume(1)

$ per ton

Sales $(2)

Volume(1)

$ per ton

Sales $(2)


Volume(1)

Sales $(2)


Variance

Variance(in millions)Ammonia


164,668


$
382


$
63.0



159,860


$
342


$
54.6




4,808


$
8.4



$
1.9


$
6.5UAN


580,684


$
202


$
117.4



686,009


$
223


$
153.0




(105,325
)

$
(35.6
)


$
(21.4
)

$
(14.2
)     (1)
    
    Sales volume in tons(2)
    
    Sales dollars in millions      Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
  Direct Operating Expenses (Exclusive of Depreciation and
    Amortization).
 74




---



##### 



Operating Income.
  Year
    Ended December 31, 2009 compared to the Year Ended
    December 31, 2008 (Nitrogen Fertilizer
    Business)
  Net Sales.
  Year Ended December 31, 2009

Year Ended December 31, 2008


Total Variance


Volume

PriceVolume(1)

$ per ton

Sales $(2)

Volume(1)

$ per ton

Sales $(2)


Volume(1)

Sales $(2)


Variance

Variance(in millions)Ammonia


159,860


$
342


$
54.6



99,374


$
596


$
59.2




60,486


$
(4.6
)


$
20.7


$
(25.3
)UAN


686,009


$
223


$
153.0



594,203


$
328


$
194.8




91,806


$
(41.7
)


$
20.5


$
(62.2
)     (1)
    
    Sales volumes in tons(2)
    
    Sales dollars in millions     75




---



##### 



Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
  Direct Operating Expenses (Exclusive of Depreciation and
    Amortization). year-over-year
  Operating Income.
  Liquidity
    and Capital Resources
   76




---



##### 



Cash
    Balance and Other Liquidity
      Senior
    Secured Notes
     77




---



##### 




    On or after April 1, 2012, some or all of the First Lien
    Notes may be redeemed at a redemption price of (i) 106.750%
    of the principal amount thereof, if redeemed during the
    twelve-month period beginning on April 1, 2012;
    (ii) 104.500% of the principal amount thereof, if redeemed
    during the twelve-month period beginning on April 1, 2013;
    and (iii) 100% of the principal amount, if redeemed on or
    after April 1, 2014, in each case, plus any accrued and
    unpaid interest;
    Prior to April 1, 2012, up to 35% of the First Lien Notes
    may be redeemed with the proceeds from certain equity offerings
    at a redemption price of 109.000% of the principal amount
    thereof, plus any accrued and unpaid interest;
    Prior to April 1, 2012, some or all of the First Lien Notes
    may be redeemed at a price equal to 100% of the principal amount
    thereof, plus a make-whole premium and any accrued and unpaid
    interest; and
    Prior to April 1, 2012, but not more than once in any
    twelve-month period, up to 10% of the First Lien Notes may be
    redeemed at a price equal to 103.000% of the principal amount
    thereof, plus accrued and unpaid interest to the date of
    redemption.    
    On or after April 1, 2013, some or all of the Second Lien
    Notes may be redeemed at a redemption price of (i) 108.156%
    of the principal amount thereof, if redeemed during the
    twelve-month period beginning on April 1, 2013;
    (ii) 105.438% of the principal amount thereof, if redeemed
    during the twelve-month period beginning on April 1, 2014;
    (iii) 102.719% of the principal amount thereof, if redeemed
    during the twelve-month period beginning on April 1, 2015;
    and (iv) 100% of the principal amount if redeemed on or
    after April 1, 2016, in each case, plus any accrued and
    unpaid interest;
    Prior to April 1, 2013, up to 35% of the Second Lien Notes
    may be redeemed with the proceeds from certain equity offerings
    at a redemption price of 110.875% of the principal amount
    thereof, plus any accrued and unpaid interest; and
    Prior to April 1, 2013, some or all of the Second Lien
    Notes may be redeemed at a price equal to 100% of the principal
    amount thereof, plus a make-whole premium and any accrued and
    unpaid interest.   78




---



##### 



First
    Priority Credit Facility
  sub-limit.
 79




---



##### 



ABL
    Credit Facility
         80




---



##### 



Capital
    Spending
  and/or
    Year Ended December 31,2010 Actual


2011 Budget(in millions)Petroleum Business:Maintenance


18.2



50.8Growth


1.6



32.2Petroleum business total capital excluding turnaround
    expenditures


19.8



83.0Nitrogen Fertilizer Business:Maintenance


8.9



6.6Growth


1.2



4.3Nitrogen fertilizer business total capital excluding turnaround
    expenditures


10.1



10.9Corporate:


2.5



1.9Total capital spending

$
32.4


$
95.8            81




---



##### 



Cash
    Flows
    Year Ended December 31,2010


2009


2008(in millions)Net cash provided by (used in)Operating activities

$
225.4


$
85.3


$
83.2Investing activities


(31.3
)


(48.3
)


(86.5
)Financing activities


(31.0
)


(9.0
)


(18.3
)Net increase (decrease) in cash and cash equivalents

$
163.1


$
28.0


$
(21.6
)   Cash
    Flows Provided by Operating Activities
       82




---



##### 



Cash
    Flows Used In Investing Activities
     83




---



##### 



Cash
    Flows Used In Financing Activities
          Capital
    and Commercial Commitments
   84




---



##### 



Payments Due by PeriodTotal


2011


2012


2013


2014


2015


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

$
472.5


$



$



$



$



$
247.5


$
225.0Operating leases(2)


24.3



6.8



6.8



5.0



2.8



1.6



1.3Capital lease obligations(3)


5.1



4.9



0.1



0.1











Unconditional purchase obligations(4)(5)


822.2



82.5



84.4



84.5



84.6



78.9



407.3Environmental liabilities(6)


4.6



1.5



0.7



0.2



0.2



0.2



1.8Interest payments(7)


254.4



41.2



46.7



46.7



46.7



35.9



37.2Total

$
1,583.1


$
136.9


$
138.7


$
136.5


$
134.3


$
364.1


$
672.6Other Commercial CommitmentsStandby letters of credit(8)

$
70.4


$



$



$



$



$



$
     (1)
    
    As described above, the Company issued the Notes in an aggregate
    principal amount of $500.0 million on April 6, 2010.
    The First Lien Notes and Second Lien Notes bear an interest rate
    of 9.0% and 10.875% per year, respectively, payable
    semi-annually. The First Lien Notes mature on April 1,
    2015, unless earlier redeemed or repurchased by the Issuers. The
    Second Lien Notes mature on April 1, 2017, unless earlier
    redeemed or repurchased by the Issuers. In December 2010, we
    made a voluntary unscheduled prepayment on our First Lien Notes
    of $27.5 million, reducing the aggregate principal balance
    of the Notes to $472.5 million.(2)
    
    The nitrogen fertilizer business leases various facilities and
    equipment, primarily railcars, under non-cancelable operating
    leases for various periods.(3)
    
    The amount includes commitments under capital lease arrangements
    for equipment as well as for real property used for corporate
    purposes.(4)
    
    The amount includes (a) commitments under several
    agreements in our petroleum operations related to pipeline
    usage, petroleum products storage and petroleum transportation,
    (b) commitments under an electric supply agreement with the
    city of Coffeyville and (c) a product supply agreement with
    Linde.(5)
    
    This amount includes approximately $552.8 million payable
    ratably over ten years pursuant to petroleum transportation
    service agreements between CRRM and TransCanada Keystone
    Pipeline, LP (TransCanada). Under the agreements,
    CRRM would receive transportation of at least
    25,000 barrels per day of crude oil with a delivery point
    at Cushing, Oklahoma for a term of ten years on
    TransCanadas Keystone pipeline system. We began receiving
    crude oil under the agreements in the first quarter of 2011. On
    September 15, 2009, the Company filed a Statement of Claim
    in the Court of the Queens Bench of Alberta, Judicial
    District of Calgary, to dispute the validity of the petroleum
    transportation service agreements. The Company and TransCanada
    are currently engaged in settlement discussions that would
    resolve the litigation and result in the Company receiving
    transportation of crude oil on substantially the same terms
    discussed above. The Company cannot provide any assurance that
    the litigation will be settled in a manner favorable to the
    Company.(6)
    
    Environmental liabilities represents (a) our estimated
    payments required by federal and/or state environmental agencies
    related to closure of hazardous waste management units at our
    sites in Coffeyville and Phillipsburg, Kansas and (b) our
    estimated remaining costs to address environmental contamination
    resulting from a reported release of UAN in 2005 pursuant to the
    State of Kansas Voluntary Cleaning and Redevelopment Program. We
    also have other environmental liabilities which are not
    contractual obligations but which would be necessary for our
    continued operations. See Business 
    Environmental Matters. 85




---



##### 



(7)
    
    Interest payments are based on stated interest rates for the
    respective Notes. Interest is payable on the Notes semi-annually
    on April 1 and October 1 of each year. These interest payments
    commenced on October 1, 2010.(8)
    
    Standby letters of credit include $0.2 million of letters
    of credit issued in connection with environmental liabilities,
    $30.6 million in letters of credit to secure transportation
    services for crude oil and a $39.6 million standby letter
    of credit issued in support of the purchase of feedstocks.    Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Standards
  No. 2010-20, Receivables No. 2010-20
  No. 2010-06, Improving Disclosures about Fair Value Measurements Fair Value Measurements and
    Disclosures No. 2010-06
   86




---



##### 



Critical
    Accounting Policies
    Goodwill
  Intangibles 
    Goodwill and Other
        
    Income Approach:  To determine fair value, we
    discounted the expected future cash flows for each reporting
    unit utilizing observable market data to the extent available.
    The discount rate used was 14.6% representing the estimated
    weighted-average costs of capital, which reflects the overall
    level of inherent risk involved in each reporting unit and the
    rate of return an outside investor would expect to earn.
    Market-Based Approach:  To determine the fair
    value of each 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.    Long-Lived
    Assets
  Property, Plant and
    Equipment  Impairment or Disposal of Long-Lived
 87




---



##### 



Derivative
    Instruments and Fair Value of Financial
    Instruments
  Derivatives and Hedging
  Share-Based
    Compensation
  Compensation  Stock
       88




---



##### 



Income
    Taxes
  Income Taxes
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Commodity
    Price Risk
      
    lock in or fix a percentage of the anticipated or planned gross
    margin in future periods when the derivative market offers
    commodity spreads that generate positive cash flows;
    hedge the value of inventories in excess of minimum required
    inventories; and
    manage existing derivative positions related to change in
    anticipated operations and market conditions.    Basis Risk.
 89




---



##### 




    Time Basis In entering
    over-the-counter
    swap agreements, the settlement price of the swap is typically
    the average price of the underlying commodity for a designated
    calendar period. This settlement price is based on the
    assumption that the underlying physical commodity will price
    ratably over the swap period. If the commodity does not move
    ratably over the periods, then weighted-average physical prices
    will be weighted differently than the swap price as the result
    of timing.
    Location Basis In hedging NYMEX crack
    spreads, we experience location basis as the settlement of NYMEX
    refined products (related more to New York Harbor cash markets)
    which may be different than the prices of refined products in
    our Group 3 pricing area.  Price
    and Basis Risk Management Activities.
  over-the-counter
      Interest
    Rate Risk
   90




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  CVR
    Energy, Inc. and Subsidiaries
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageAudited Financial Statements:

NumberReport of Independent Registered Public Accounting
    Firm  Consolidated Financial Statements


92Report of Independent Registered Public Accounting
    Firm  Internal Control Over Financial Reporting


93Consolidated Balance Sheets at December 31, 2010 and 2009


94Consolidated Statements of Operations for the years ended
    December 31, 2010, 2009 and 2008


95Consolidated Statements of Changes in Equity for the years ended
    December 31, 2010, 2009 and 2008


96Consolidated Statements of Cash Flows for the years ended
    December 31, 2010, 2009 and 2008


97Notes to Consolidated Financial Statements


98  91




---



##### 



Report of
    Independent Registered Public Accounting Firm           Internal Control  Integrated Framework
  KPMG
    LLP
      92




---



##### 



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework Managements Report On Internal Control
    Over Financial Reporting
        Internal Control  Integrated Framework
     KPMG
    LLP
      93




---



##### 



CVR
    Energy, Inc. and Subsidiaries
 CONSOLIDATED
    BALANCE SHEETS  December 31,2010


2009(in thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
200,049


$
36,905Accounts receivable, net of allowance for doubtful accounts of
    $722 and $4,772, respectively


80,169



45,729Inventories


247,172



274,838Prepaid expenses and other current assets


28,616



26,141Income tax receivable






20,858Deferred income taxes


43,351



21,505Total current assets


599,357



425,976Property, plant, and equipment, net of accumulated depreciation


1,081,312



1,137,910Intangible assets, net


344



377Goodwill


40,969



40,969Deferred financing costs, net


10,601



3,485Insurance receivable


3,570



1,000Other long-term assets


4,031



4,777Total assets

$
1,740,184


$
1,614,494LIABILITIES AND EQUITYCurrent liabilities:Current portion of long-term debt

$



$
4,777Note payable and capital lease obligations


8,014



11,774Accounts payable


155,220



106,471Personnel accruals


29,151



14,916Accrued taxes other than income taxes


21,266



15,904Income taxes payable


7,983



Deferred revenue


18,685



10,289Other current liabilities


25,396



26,493Total current liabilities


265,715



190,624Long-term liabilities:Long-term debt, net of current portion


468,954



474,726Accrued environmental liabilities, net of current portion


2,552



2,828Deferred income taxes


298,943



278,008Other long-term liabilities


3,847



3,893Total long-term liabilities


774,296



759,455Commitments and contingenciesEquity:CVR stockholders equity:Common stock $0.01 par value per share,
    350,000,000 shares authorized, 86,435,672 and
    86,344,508 shares issued, respectively


864



863Additional
    paid-in-capital


467,871



446,263Retained earnings


221,079



206,789Treasury stock, 21,891 and 15,271 shares, respectively, at
    cost


(243
)


(100
)Accumulated other comprehensive income, net of tax


2



Total CVR stockholders equity


689,573



653,815Noncontrolling interest


10,600



10,600Total equity


700,173



664,415Total liabilities and equity

$
1,740,184


$
1,614,494    94




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2010


2009


2008(in thousands, except share data)Net sales

$
4,079,768


$
3,136,329


$
5,016,103Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


3,568,118



2,547,695



4,461,808Direct operating expenses (exclusive of depreciation and
    amortization)


240,761



226,043



237,469Selling, general and administrative expenses (exclusive of
    depreciation and amortization)


92,034



68,918



35,239Net costs associated with flood


(970
)


614



7,863Depreciation and amortization


86,761



84,873



82,177Goodwill impairment










42,806Total operating costs and expenses


3,986,704



2,928,143



4,867,362Operating income


93,064



208,186



148,741Other income (expense):Interest expense and other financing costs


(50,268
)


(44,237
)


(40,313
)Interest income


2,211



1,717



2,695Gain (loss) on derivatives, net


(1,505
)


(65,286
)


125,346Loss on extinguishment of debt


(16,647
)


(2,101
)


(9,978
)Other income, net


1,218



310



1,355Total other income (expense)


(64,991
)


(109,597
)


79,105Income before income taxes


28,073



98,589



227,846Income tax expense


13,783



29,235



63,911Net income

$
14,290


$
69,354


$
163,935Basic earnings per share

$
0.17


$
0.80


$
1.90Diluted earnings per share

$
0.16


$
0.80


$
1.90Weighted-average common shares outstanding:Basic


86,340,342



86,248,205



86,145,543Diluted


86,789,179



86,342,433



86,224,209    95




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CHANGES IN EQUITY
  Common Stock


Additional


Retained





Accumulated Other


Total CVRShares





Paid-In


Earnings


Treasury


Comprehensive


Stockholders


Noncontrolling


TotalIssued


Amount


Capital


(Deficit)


Stock


Income


Equity


Interest


Equity(in thousands, except share data)Balance at December 31, 2007


86,141,291


$
861


$
458,359


$
(26,500
)

$



$



$
432,720


$
10,600


$
443,320Share-based compensation










(17,789
)














(17,789
)






(17,789
)Issuance of common stock to directors


96,620



1



399















400







400Vesting of non-vested stock awards


5,834







201















201







201Net income














163,935











163,935







163,935Balance at December 31, 2008


86,243,745


$
862


$
441,170


$
137,435


$



$



$
579,467


$
10,600


$
590,067Share-based compensation










4,614















4,614







4,614Issuance of common stock to Directors


73,284



1



479















480







480Vesting of non-vested stock awards


27,479































Purchase of treasury stock


















(100
)






(100
)






(100
)Net income














69,354











69,354







69,354Balance at December 31, 2009


86,344,508


$
863


$
446,263


$
206,789


$
(100
)

$



$
653,815


$
10,600


$
664,415Share-based compensation










21,698















21,698







21,698Excess tax benefit from share-based compensation










141















141







141Issuance of common stock to Directors


29,128































Vesting of non-vested stock awards


62,036



1



















1







1Issuance of stock from treasury










(231
)






231















Purchase of treasury stock


















(374
)






(374
)






(374
)Comprehensive incomeNet income














14,290











14,290







14,290Other comprehensive income, net of taxUnrealized gains on available  for-sale securities,
    net of tax






















2



2







2Comprehensive income


























14,292







14,292Balance at December 31, 2010


86,435,672


$
864


$
467,871


$
221,079


$
(243
)

$
2


$
689,572


$
10,600


$
700,173    96




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Year Ended December 31,2010


2009


2008(in thousands)Cash flows from operating activities:Net income

$
14,290


$
69,354


$
163,935Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


86,761



84,873



82,177Allowance for doubtful accounts


(414
)


644



3,737Amortization of deferred financing costs


3,356



1,941



1,991Amortization of original issue discount


356







Deferred income taxes


(770
)


(7,282
)


55,846Excess income tax benefit of share-based compensation


(141
)






Loss on disposition of assets


3,536



41



5,795Loss on extinguishment of debt


16,647



2,101



9,978Share-based compensation


37,244



7,935



(42,523
)Unrealized (gain) loss on derivatives


(634
)


37,791



(247,275
)Write off of CVR Energy, Inc. debt offering costs










1,567Write off of CVR Partners, LP initial public offering costs










2,539Goodwill impairment










42,806Changes in assets and liabilities:Restricted cash






34,560



(34,560
)Accounts receivable


(34,026
)


(13,057
)


49,493Inventories


27,666



(126,414
)


97,989Prepaid expenses and other current assets


(13,080
)


12,104



(19,064
)Insurance receivable


(7,070
)






(1,681
)Insurance proceeds for flood






11,756



74,185Insurance proceeds for UAN reactor rupture


3,161







Other long-term assets


105



862



(3,751
)Accounts payable


47,938



5,650



(59,392
)Accrued income taxes


28,841



19,996



(9,487
)Deferred revenue


8,396



4,541



(7,413
)Other current liabilities


3,588



3,027



(9,763
)Payable to swap counterparty






(65,016
)


(73,337
)Accrued environmental liabilities


(276
)


(1,412
)


(604
)Other long-term liabilities


(46
)


1,279



1,492Net cash provided by operating activities


225,428



85,274



83,204Cash flows from investing activities:Capital expenditures


(32,409
)


(48,773
)


(86,458
)Proceeds from sale of assets


37



481



Insurance proceeds for UAN reactor rupture


1,114







Net cash used in investing activities


(31,258
)


(48,292
)


(86,458
)Cash flows from financing activities:Revolving debt payments


(60,000
)


(87,200
)


(453,200
)Revolving debt borrowings


60,000



87,200



453,200Proceeds from issuance of long-term debt, net of original issue
    discount


485,693







Principal payments on long-term debt


(507,003
)


(4,825
)


(4,874
)Payment of capital lease obligations


(193
)


(100
)


(940
)Payment of financing costs


(8,775
)


(3,975
)


(8,522
)Repurchase of common stock


(215
)


(100
)


Excess income tax benefit of share-based compensation


141







Deferred costs of CVR Partners initial public offering


(674
)






(2,429
)Deferred costs of CVR Energy convertible debt offering










(1,567
)Net cash used in financing activities


(31,026
)


(9,000
)


(18,332
)Net increase (decrease) in cash and cash equivalents


163,144



27,982



(21,586
)Cash and cash equivalents, beginning of period


36,905



8,923



30,509Cash and cash equivalents, end of period

$
200,049


$
36,905


$
8,923Supplemental disclosuresCash paid for income taxes, net of refunds (received)

$
(14,285
)

$
16,521


$
17,551Cash paid for interest net of capitalized interest of $1,827,
    $2,020 and $2,370 for the years ended December 31, 2010,
    2009 and 2008, respectively

$
45,352


$
40,537


$
43,802Cash funding of margin account for other derivative activities,
    net of withdrawals (received)

$
2,649


$
4,956


$
(3,122
)Non-cash investing and financing activities:Accrual of construction in progress additions

$
653


$
(5,040
)

$
(16,972
)Assets acquired through capital lease

$
415


$



$
4,827Reduction of proceeds from senior notes for underwriting
    discount and financing costs

$
10,287


$



$
Receipt of marketable securities

$
23


$



$
    97




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Organization
    and History of the Company  Organization
            Nitrogen
    Fertilizer Limited Partnership
     98




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Form S-1
 99




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    common units representing limited partner interests, a portion
    of which the Partnership will sell in the Offering; and
    a general partner interest, which is not entitled to any
    distributions, and which will be held by the Partnerships
    general partner.            (2)
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Noncontrolling
    Interest
    Cash
    and Cash Equivalents
   100




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts
    Receivable, net
    Inventories
  work-in-progress, first-in, ability-to-bear work-in-process
  Prepaid
    Expenses and Other Current Assets
    Property,
    Plant, and Equipment
    Range of UsefulAsset

Lives, in YearsImprovements to land

15 to 20Buildings

20 to 30Machinery and equipment

5 to 30Automotive equipment

5Furniture and fixtures

3 to 7    101




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    and Intangible Assets
    Deferred
    Financing Costs, Underwriting and Original Issue
    Discount
    Planned
    Major Maintenance Costs
  wrote-off
   102




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cost
    Classifications
        Income
    Taxes
    Consolidation
    of Variable Interest Entities
       103




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    of Long-Lived Assets
    Revenue
    Recognition
    Shipping
    Costs
    Derivative
    Instruments and Fair Value of Financial
    Instruments
     104




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based
    Compensation
        Treasury
    Stock
    Environmental
    Matters
    Use of
    Estimates
    Subsequent
    Events
   105




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  New
    Accounting Pronouncements
  No. 2010-20, No. 2010-20
  No. 2010-06, No. 2010-06
    (3)
    Share-Based
    Compensation     106




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form S-3
    *Compensation Expense IncreaseBenchmark


Original





(Decrease) for the Year EndedValue


Awards





December 31,Award Type

(per Unit)


Issued


Grant Date


2010


2009


2008(in thousands)Override Operating Units(a)

$
11.31



919,630



June 2005


$
338


$
1,369


$
(5,979
)Override Operating Units(b)

$
34.72



72,492



December 2006



13



36



(430
)Override Value Units(c)

$
11.31



1,839,265



June 2005



17,586



2,690



(11,063
)Override Value Units(d)

$
34.72



144,966



December 2006



581



37



(493
)Override Units(e)

$
10.00



138,281



October 2007











(2
)Override Units(f)

$
10.00



642,219



February 2008



772



26



5Total


$
19,290


$
4,158


$
(17,962
)     *
    
    As CVR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 Operating Units

(b) Override Operating UnitsDecember 31,

December 31,2009

2008

2009

2008Estimated forfeiture rate


None



None



None



NoneCVR closing stock price

$
6.86


$
4.00


$
6.86


$
4.00Estimated fair value (per unit)

$
11.95


$
8.25


$
1.40


$
1.59Marketability and minority interest discounts


20.0
%


15.0
%


20.0
%


15.0
%Volatility


50.7
%


68.8
%


50.7
%


68.8
%  107




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (c) Override Value Units

(d) Override Value UnitsDecember 31,

December 31,2010

2009

2008

2010

2009

2008Estimated forfeiture rate


None



None



None



None



None



NoneDerived service period


6 years



6 years



6 years



6 years



6 years



6 yearsCVR closing stock price

$
15.18


$
6.86


$
4.00


$
15.18


$
6.86


$
4.00Estimated fair value (per unit)

$
22.39


$
5.63


$
3.20


$
6.56


$
1.39


$
1.59Marketability and minority interest discounts


20.0
%


20.0
%


15.0
%


20.0
%


20.0
%


15.0
%Volatility


43.0
%


50.7
%


68.8
%


43.0
%


50.7
%


68.8
%     ForfeitureMinimum Period Held

Percentage2 years


75
%3 years


50
%4 years


25
%5 years


0
%   Override Units
  Override Units
 108




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010

2009

2008Estimated forfeiture rate

None

None

NoneDerived Service Period

Based on forfeiture schedule

Based on forfeiture schedule

Based on forfeiture scheduleEstimated fair value (per unit)

$2.60

$0.08

$0.02Marketability and minority interest discount

10.0%

20.0%

20.0%Volatility

47.6%

59.7%

64.3%     Phantom
    Unit Appreciation Plan
    December 31,2010

2009

2008Service Phantom interest (per point)

$
14.64


$
11.37


$
8.25Performance Phantom interest (per point)

$
21.25


$
5.48


$
3.20    109




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Long-Term
    Incentive Plan
    Shares Available for Issuance.
 110




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Non-vested
    shares
    Weighted-Average


Aggregate IntrinsicGrant-Date


ValueShares


Fair Value


(in thousands)Non-vested at December 31, 2007


17,500


$
20.88


$
436Granted


163,620



4.14Vested


(102,454
)


5.09Forfeited






Non-vested at December 31, 2008


78,660


$
6.62


$
315Granted


202,257



6.68Vested


(100,763
)


6.86Forfeited


(3,100
)


4.14Non-vested at December 31, 2009


177,060


$
6.59


$
1,215Granted


1,307,378



11.42Vested


(113,457
)


9.79Forfeited


(1,799
)


4.14Non-vested at December 31, 2010


1,369,182


$
10.94


$
20,784    111




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
    Weighted-Weighted-


AverageAverage


RemainingExercise


ContractualShares


Price


TermOutstanding, December 31, 2007


18,900


$
21.61



9.89Granted


13,450



15.52Exercised






Forfeited






Expired






Outstanding, December 31, 2008


32,350


$
19.08



9.21Granted






Exercised






Forfeited






Expired






Outstanding, December 31, 2009


32,350


$
19.08



8.21Granted






Exercised






Forfeited


(3,149
)


21.61Expired


(6,301
)


21.61Outstanding, December 31, 2010


22,900


$
18.03



8.35Exercisable at December 31, 2010


18,417



18.64



8.27     (4)
    Inventories    December 31,2010


2009(in thousands)Finished goods

$
110,788


$
123,548Raw materials and precious metals


89,333



107,840In-process inventories


22,931



19,401Parts and supplies


24,120



24,049$
247,172


$
274,838  112




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Property,
    Plant, and Equipment    December 31,2010


2009(in thousands)Land and improvements

$
19,228


$
18,016Buildings


25,663



23,316Machinery and equipment


1,363,877



1,305,362Automotive equipment


8,747



8,796Furniture and fixtures


9,279



8,095Leasehold improvements


1,253



1,301Construction in progress


42,674



77,8181,470,721



1,442,704Accumulated depreciation


389,409



304,794$
1,081,312


$
1,137,910     (6)
    Goodwill
    and Intangible Assets  Goodwill
      
    Income Approach:  To determine fair value, the
    Company discounted the expected future cash flows for each
    reporting unit utilizing observable market data to the extent
    available. The discount rates used for 2010, 2009 and 2008, were
    14.6%, 13.4% and 20.1%, respectively, representing the estimated
    weighted-average costs of capital, which reflects the overall
    level of inherent risk involved in each reporting unit and the
    rate of return an outside investor would expect to earn. 113




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Market-Based Approach:  To determine the fair
    value of each reporting unit, the Company also utilized a market
    based approach. The Company used the guideline company method,
    which focuses on comparing the Companys risk profile and
    growth prospects to select reasonably similar publicly traded
    companies.  Other
    Intangible Assets
      Year Ending

ContractualDecember 31,

Agreements(in thousands)2011

$
332012


282013


272014


272015


27Thereafter


202$
344   (7)
    Deferred
    Financing Costs and Original Issue Discount   114




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  line-of-credit
  line-of-credit
  line-of-credit
   115




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009(in thousands)Deferred financing costs

$
18,029


$
6,976Less accumulated amortization


3,712



1,941Unamortized deferred financing costs


14,317



5,035Less current portion


3,716



1,550$
10,601


$
3,485     Year Ending

DeferredDecember 31,

Financing(in thousands)2011

$
3,7162012


3,7072013


2,2612014


2,2612015


1,250Thereafter


1,122$
14,317   (8)
    Note
    Payable and Capital Lease Obligations       116




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (9)
    Flood      (10)
    Nitrogen
    Fertilizer Incident       117




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Income
    Taxes    Year EndedDecember 31,2010


2009


2008(in thousands)CurrentFederal

$
13,434


$
33,651


$
8,474State


1,262



2,866



(409
)Total current


14,696



36,517



8,065DeferredFederal


808



(6,613
)


57,236State


(1,721
)


(669
)


(1,390
)Total deferred


(913
)


(7,282
)


55,846Total income tax expense

$
13,783


$
29,235


$
63,911     Year EndedDecember 31,2010


2009


2008(in thousands)Tax computed at federal statutory rate

$
9,826


$
34,506


$
79,746State income taxes, net of federal tax benefit


1,923



5,402



13,372State tax incentives, net of federal tax expense


(2,382
)


(3,205
)


(14,519
)Manufacturing activities deduction


(2,025
)


(3,798
)


(913
)Federal tax credit for production of ultra-low sulfur diesel fuel






(4,783
)


(23,742
)Non-deductible share-based compensation


6,747



1,457



(6,286
)Non-deductible goodwill impairment










14,982IRS interest income received, net of federal tax expense


(814
)






Other, net


508



(344
)


1,271Total income tax expense

$
13,783


$
29,235


$
63,911    118




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2010


2009(in thousands)Deferred income tax assets:Allowance for doubtful accounts

$
286


$
1,918Personnel accruals


10,389



4,822Inventories


469



938Unrealized derivative losses, net


1,604



1,856Low sulfur diesel fuel credit carry forward and other general
    business credit carryforward


23,653



31,719Accrued expenses


199



203State tax credit carryforward, net of federal expense


29,955



29,887Deferred financing


101



3,280Net costs associated with flood


1,520



2,096Other


1,500



792Total Gross deferred income tax assets


69,676



77,511Deferred income tax liabilities:Property, plant, and equipment


(323,839
)


(330,477
)Prepaid expenses


(1,427
)


(3,537
)Total Gross deferred income tax liabilities


(325,266
)


(334,014
)Net deferred income tax liabilities

$
(255,590
)

$
(256,503
)        119




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Year EndedDecember 31,2010


2009


2008(in thousands)Balance beginning of year

$



$



$
Increase based on prior year tax positions


245







Decrease based on prior year tax positions










Increases and decrease in current year tax positions










Settlements










Reductions related to expirations of statute of limitations










Balance end of year

$
245


$



$
  120




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Long-Term
    Debt    December 31,2010


2009(in thousands)Tranche D term loan

$



$
479,5039.0% Senior Secured Notes, due 2015, net of unamortized
    discount of $1,065 as of December 31, 2010


246,435



10.875% Senior Secured Notes, due 2017, net of unamortized
    discount of $2,481 as of December 31, 2010


222,519



Long-term debt


468,954



479,503Current portion of long-term debt






4,777Long-term debt, net of current portion

$
468,954


$
474,726   Senior
    Secured Notes
     121




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    First
    Priority Credit Facility
  sub-limit.
       122




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3-month
          ABL
    Credit Facility
         123




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (13)
    Earnings
    Per Share    For the YearEnded December 31,2010


2009


2008(in thousands, except share data)Net income

$
14,290


$
69,354


$
163,935Weighted-average number of shares of common stock outstanding


86,340,342



86,248,205



86,145,543Effect of dilutive securities:Non-vested common stock


448,837



94,228



78,666Weighted-average number of shares of common stock outstanding
    assuming dilution


86,789,179



86,342,433



86,224,209Basic earnings per share

$
0.17


$
0.80


$
1.90Diluted earnings per share

$
0.16


$
0.80


$
1.90     (14)
    Benefit
    Plans   124




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    Commitments
    and Contingencies    Year Ending

Operating


UnconditionalDecember 31,

Leases


Purchase Obligations(1)(in thousands)2011

$
6,805


$
82,4582012


6,847



84,4492013


4,989



84,5232014


2,846



84,6032015


1,548



78,909Thereafter


1,265



407,286$
24,300


$
822,228     (1)
    
    This amount includes approximately $552.8 million payable
    ratably over ten years pursuant to petroleum transportation
    service agreements between CRRM and TransCanada Keystone
    Pipeline, LP (TransCanada). Under the agreements,
    CRRM would receive transportation of at least
    25,000 barrels per day of crude oil with a delivery point
    at Cushing, Oklahoma for a term of ten years on
    TransCanadas Keystone pipeline system. We began receiving
    crude oil under the agreements in the first quarter of 2011. On
    September 15, 2009, the Company filed a Statement of Claim
    in the Court of the Queens Bench of Alberta, Judicial
    District of Calgary, to dispute the validity of the petroleum
    transportation service agreements. The Company and TransCanada
    are currently engaged in settlement discussions that would
    resolve the litigation and result in the Company receiving
    transportation of crude oil on substantially the terms discussed
    above. The Company cannot provide any assurance that the
    litigation will be settled in a manner favorable to the Company.       125




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Mid-American
     126




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    On-Site
      construction-in-progress
  Litigation
   127




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    out-of-pocket out-of-pocket
     128




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Flood,
    Crude Oil Discharge and Insurance
           129




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental,
    Health, and Safety (EHS) Matters
    and/or
  No. VII-94-H-0020 No. VII-95-H-011,
  Year Ending December 31,

Amount(in thousands)2011

$
1,5382012


6562013


2452014


2452015


245Thereafter


1,710Undiscounted total


4,639Less amounts representing interest at 2.79%


549Accrued environmental liabilities at December 31, 2010

$
4,090      130




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2
   131




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (16)
    Fair
    Value Measurements  Fair Value Measurements and Disclosures
    
    Level 1  Quoted prices in active market for
    identical assets and liabilities
    Level 2  Other significant observable inputs
    (including quoted prices in active markets for similar assets or
    liabilities)
    Level 3  Significant unobservable inputs
    (including the Companys own assumptions in determining the
    fair value) 132




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31, 2010Level 1


Level 2


Level 3


Total(in thousands)Location and DescriptionCash equivalents (money market account)

$
70,052


$



$



$
70,052Other current assets (marketable securities)


26











26Total Assets

$
70,078


$



$



$
70,078Other current liabilities (Other derivative agreements)






(4,043
)






(4,043
)Total Liabilities

$



$
(4,043
)

$



$
(4,043
)   December 31, 2009Level 1


Level 2


Level 3


Total(in thousands)Cash equivalents (money market account)

$
723


$



$



$
723Total Assets

$
723


$



$



$
723Derivatives:Other current liabilities (Interest Rate Swap)

$



$
(2,830
)

$



$
(2,830
)Other current liabilities (Other derivative agreements)






(1,847
)






(1,847
)Total Derivatives

$



$
(4,677
)

$



$
(4,677
)Total Liabilities

$



$
(4,677
)

$



$
(4,677
)   available-for-sale
    available-for-sale,
 133




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (17)
    Derivative
    Financial Instruments    Year EndedDecember 31,2010


2009


2008(in thousands)Realized loss on swap agreements

$



$
(14,331
)

$
(110,388
)Unrealized gain (loss) on swap agreements






(40,903
)


253,195Realized gain (loss) on other derivative agreements


721



(6,646
)


(10,582
)Unrealized gain (loss) on other derivative agreements


(2,196
)


(1,847
)


634Realized gain (loss) on interest rate swap agreements


(2,860
)


(6,518
)


(1,593
)Unrealized gain (loss) on interest rate swap agreements


2,830



4,959



(5,920
)Total gain (loss) on derivatives, net

$
(1,505
)

$
(65,286
)

$
125,346     over-the-counter
    Cash
    Flow Swap
   134




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Interest
    Rate Swap
      (18)
    Related
    Party Transactions    Cash
    Flow Swap
    J.
    Aron Deferrals
   135




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    Rate Swap
    Crude
    Oil Supply Agreement
      Cash
    and Cash Equivalents
    Financing
    and Other
         136




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (19)
    Business
    Segments  Segment Reporting
  Petroleum
      Nitrogen
    Fertilizer
     137




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Segment
    Year Ended December 31,2010


2009


2008(in thousands)Net salesPetroleum

$
3,903,826


$
2,934,904


$
4,774,337Nitrogen Fertilizer


180,468



208,371



262,950Other










Intersegment elimination


(4,526
)


(6,946
)


(21,184
)Total

$
4,079,768


$
3,136,329


$
5,016,103Cost of product sold (exclusive of depreciation and amortization)Petroleum

$
3,538,017


$
2,514,293


$
4,449,422Nitrogen Fertilizer


34,328



42,158



32,574Other










Intersegment elimination


(4,227
)


(8,756
)


(20,188
)Total

$
3,568,118


$
2,547,695


$
4,461,808Direct operating expenses (exclusive of depreciation and
    amortization)Petroleum

$
154,082


$
141,590


$
151,377Nitrogen Fertilizer


86,679



84,453



86,092Other










Total

$
240,761


$
226,043


$
237,469Net costs associated with floodPetroleum

$
(970
)

$
614


$
6,380Nitrogen Fertilizer










27Other










1,456Total

$
(970
)

$
614


$
7,863Depreciation and amortizationPetroleum

$
66,391


$
64,424


$
62,690Nitrogen Fertilizer


18,463



18,685



17,987Other


1,907



1,764



1,500Total

$
86,761


$
84,873


$
82,177Goodwill ImpairmentPetroleum

$



$



$
42,806Nitrogen Fertilizer










Other










Total

$



$



$
42,806   138




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2010


2009


2008(in thousands)Operating incomePetroleum


104,564



170,184



31,902Nitrogen Fertilizer


20,356



48,863



116,807Other


(31,856
)


(10,861
)


32Total

$
93,064


$
208,186


$
148,741Capital expendituresPetroleum

$
19,761


$
34,018


$
60,410Nitrogen fertilizer


10,117



13,389



24,076Other


2,531



1,366



1,972Total

$
32,409


$
48,773


$
86,458Total assetsPetroleum

$
1,049,361


$
1,082,707


$
1,032,223Nitrogen Fertilizer


452,165



702,929



644,301Other


238,658



(171,142
)


(66,041
)Total

$
1,740,184


$
1,614,494


$
1,610,483GoodwillPetroleum

$



$



$
Nitrogen Fertilizer


40,969



40,969



40,969Other










Total

$
40,969


$
40,969


$
40,969   (20)
    Major
    Customers and Suppliers    Year EndedDecember 31,2010


2009


2008PetroleumCustomer A


14
%


14
%


13
%Customer B


11
%


10
%


10
%Customer C


10
%


11
%


9
%35
%


35
%


32
%Nitrogen FertilizerCustomer D


12
%


15
%


13
%Customer E


10
%


9
%


5
%22
%


24
%


18
%    139




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2010


2009


2008PetroleumSupplier A



%



%


67
%Supplier B


64
%


69
%



%     Year EndedDecember 31,2010


2009


2008Nitrogen FertilizerSupplier C


5
%


5
%


5
%  140




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (21)
    Selected
    Quarterly Financial and Information 
    (unaudited)    Year Ended December 31, 2010QuarterFirst


Second


Third


Fourth(in thousands, except share data)Net sales

$
894,512


$
1,005,898


$
1,031,174


$
1,148,184Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


802,890



891,652



889,850



983,726Direct operating expenses (exclusive of depreciation and
    amortization)


60,562



62,479



53,504



64,216Selling, general and administrative (exclusive of depreciation
    and amortization)


21,394



10,793



16,397



43,450Net costs associated with flood










(970
)


Depreciation and amortization


21,260



21,553



21,943



22,005Total operating costs and expenses


906,106



986,477



980,724



1,113,397Operating income (loss)


(11,594
)


19,421



50,450



34,787Other income (expense):Interest expense and other financing costs


(9,922
)


(12,766
)


(13,863
)


(13,717
)Interest income


416



643



549



603Gain (loss) on derivatives, net


1,490



7,339



(1,014
)


(9,320
)Loss on extinguishment of debt


(500
)


(14,552
)






(1,595
)Other income, net


42



642



17



517Total other income (expense)


(8,474
)


(18,694
)


(14,311
)


(23,512
)Income (loss) before income tax (benefit)


(20,068
)


727



36,139



11,275Income tax expense (benefit)


(7,705
)


(425
)


12,932



8,981Net income (loss)

$
(12,363
)

$
1,152


$
23,207


$
2,294Net earnings (loss) per shareBasic

$
(0.14
)

$
0.01


$
0.27


$
0.03Diluted

$
(0.14
)

$
0.01


$
0.27


$
0.03Weighted-average common shares outstandingBasic


86,329,237



86,336,125



86,343,102



86,352,627Diluted


86,329,237



86,506,590



87,013,575



87,121,094  141




---



##### 



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarterly
    Financial Information (unaudited)
  Year Ended December 31, 2009QuarterFirst


Second


Third


Fourth(in thousands except share data)Net sales

$
609,395


$
793,304


$
811,693


$
921,937Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


421,605



587,635



712,730



825,725Direct operating expenses (exclusive of depreciation and
    amortization)


56,234



54,447



58,419



56,943Selling, general and administrative (exclusive of depreciation
    and amortization)


19,506



21,772



29,165



(1,525
)Net costs associated with flood


181



(101
)


529



5Depreciation and amortization


20,909



21,107



21,634



21,223Total operating costs and expenses


518,435



684,860



822,477



902,371Operating income (loss)


90,960



108,444



(10,784
)


19,566Other income (expense):Interest expense and other financing costs


(11,470
)


(11,191
)


(10,932
)


(10,644
)Interest income


14



653



475



575Gain (loss) on derivatives, net


(36,861
)


(29,233
)


3,116



(2,308
)Loss on extinguishment of debt






(677
)






(1,424
)Other income, net


25



173



82



30Total other income (expense)


(48,292
)


(40,275
)


(7,259
)


(13,771
)Income (loss) before income tax (benefit)


42,668



68,169



(18,043
)


5,795Income tax expense (benefit)


12,007



25,500



(4,604
)


(3,668
)Net income (loss)

$
30,661


$
42,669


$
(13,439
)

$
9,463Net earnings (loss) per shareBasic

$
0.36


$
0.49


$
(0.16
)

$
0.11Diluted

$
0.36


$
0.49


$
(0.16
)

$
0.11Weighted-average common shares outstandingBasic


86,243,745



86,244,152



86,244,245



86,260,539Diluted


86,322,411



86,333,349



86,244,245



86,369,127  142




---



##### 



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e).
  Changes in Internal Control Over Financial
    Reporting.
  Managements Report On Internal Control Over
    Financial Reporting. Rule 13a-15(f). Internal Control  Integrated Framework
  Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   143




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##### 



Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules            ExhibitNumber

Exhibit Title3.1**

Amended and Restated Certificate of Incorporation of CVR Energy,
    Inc. (filed as Exhibit 10.1 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended September 30,
    2007 and incorporated herein by reference).3.2**

Amended and Restated Bylaws of CVR Energy, Inc. (filed as
    Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference).4.1**

Specimen Common Stock Certificate (filed as Exhibit 4.1 to the
    Companys Registration Statement on Form S-1, File No.
    333-137588 and incorporated herein by reference). 144




---



##### 



ExhibitNumber

Exhibit Title4.2**

Indenture, dated as of April 6, 2010, among Coffeyville
    Resources, LLC, Coffeyville Finance Inc., the Guarantors (as
    defined therein) and Wells Fargo Bank, National Association, as
    Trustee related to $275,000,000 of 9.0% First Lien Senior
    Secured Notes due 2015 (filed as Exhibit 1.1 to the
    Companys Current Report on Form 8-K, filed on April 12,
    2010 and incorporated herein by reference).4.2.1**

Form of 9% First Lien Senior Secured Notes due 2015 with
    attached Form of Notation of Guarantee (filed as Exhibits A1 and
    E of Exhibit 4.2 hereto, and incorporated herein by reference).4.3**

Indenture, dated as of April 6, 2010, among Coffeyville
    Resources, LLC, Coffeyville Finance Inc., the Guarantors (as
    defined therein) and Wells Fargo Bank, National Association, as
    Trustee related to $225,000,000 of 10.875% Second Lien Senior
    Secured Notes due 2017 (filed as Exhibit 1.2 to the
    Companys Current Report on Form 8-K, filed on April 12,
    2010 and incorporated herein by reference).4.3.1**

Form of 107/8% Second Lien Senior Secured Notes due 2017 with
    attached Form of Notation of Guarantee (filed as Exhibits A1 and
    E of Exhibit 4.3 hereto, and incorporated herein by reference).4.4**

Second Lien Pledge and Security Agreement, dated as of April 6,
    2010, by and between Coffeyville Resources, LLC, Coffeyville
    Finance Inc., certain affiliates of Coffeyville Resources, LLC
    as guarantors and Wells Fargo Bank, National Association, as
    Collateral Trustee (filed as Exhibit 1.3 to the Companys
    Current Report on Form 8-K, filed on April 12, 2010 and
    incorporated herein by reference).4.5**

Omnibus Amendment Agreement and Consent under the Intercreditor
    Agreement, dated as of April 6, 2010, by and among Coffeyville
    Resources, LLC, Coffeyville Finance Inc., Coffeyville Pipeline,
    Inc., Coffeyville Refining & Marketing, Inc., Coffeyville
    Nitrogen Fertilizers, Inc., Coffeyville Crude Transportation,
    Inc., Coffeyville Terminal, Inc., CL JV Holdings, LLC, and
    certain subsidiaries of the foregoing as Guarantors, the
    Requisite Lenders, Credit Suisse AG, Cayman Islands Branch, as
    Administrative Agent, Collateral Agent and Revolving Issuing
    Bank, J. Aron & Company, as a hedge counterparty and Wells
    Fargo Bank, National Association, as Collateral Trustee (filed
    as Exhibit 1.4 to the Companys Current Report on Form 8-K,
    filed on April 12, 2010 and incorporated herein by reference).10.1**

Second Amended and Restated Credit and Guaranty Agreement, dated
    as of December 28, 2006, among Coffeyville Resources, LLC and
    the other parties thereto (filed as Exhibit 10.1 to the
    Companys Registration Statement on Form S-1, File No.
    333-137588 and incorporated herein by reference).10.1.1**

First Amendment to Second Amended and Restated Credit and
    Guaranty Agreement, dated as of August 23, 2007, among
    Coffeyville Resources, LLC and the other parties thereto (filed
    as Exhibit 10.1.1 to the Companys Registration Statement
    on Form S-1, File No. 333-137588 and incorporated herein by
    reference).10.1.2**

Second Amendment to Second Amended and Restated Credit and
    Guaranty Agreement dated December 22, 2008 between Coffeyville
    Resources, LLC and the other parties thereto (filed as Exhibit
    10.1 to the Companys Current Report on Form 8-K, filed on
    December 23, 2008 and incorporated herein by reference).10.1.3**

Third Amendment to Second Amended and Restated Credit and
    Guaranty Agreement, dated October 2, 2009, among Coffeyville
    Resources, LLC and the other parties thereto (filed as Exhibit
    10.1 to the Companys Current Report on Form 8-K, filed on
    October 5, 2009 and incorporated herein by reference).10.1.4**

Fourth Amendment to the Second Amended and Restated Credit and
    Guaranty Agreement and Consent Under the First Lien
    Intercreditor Agreement, dated as of March 12, 2010, among
    Coffeyville Resources, LLC and the other parties thereto (filed
    as Exhibit 10.1 to the Companys Current Report on Form
    8-K, filed on March 18, 2010 and incorporated herein by
    reference). 145




---



##### 



ExhibitNumber

Exhibit Title10.2**

Amended and Restated First Lien Pledge and Security Agreement,
    dated as of December 28, 2006, among Coffeyville Resources, LLC
    and the other parties thereto (filed as Exhibit 10.2 to the
    Companys Registration Statement on Form S-1, File No.
    333-137588 and incorporated herein by reference).10.3**

License Agreement For Use of the Texaco Gasification Process,
    Texaco Hydrogen Generation Process, and Texaco Gasification
    Power Systems, dated as of May 30, 1997 by and between GE Energy
    (USA), LLC (as successor in interest to Texaco Development
    Corporation) and Coffeyville Resources Nitrogen Fertilizers, LLC
    (as successor in interest to Farmland Industries, Inc.), as
    amended (filed as Exhibit 10.4 to the Companys
    Registration Statement on Form S-1, File No. 333-137588 and
    incorporated herein by reference).10.4**

Amended and Restated On-Site Product Supply Agreement dated as
    of June 1, 2005, between Linde, Inc. (f/k/a The BOC Group, Inc.)
    and Coffeyville Resources Nitrogen Fertilizers, LLC (filed as
    Exhibit 10.6 to the Companys Registration Statement on
    Form S-1, File No. 333-137588 and incorporated herein by
    reference).10.4.1**

First Amendment to Amended and Restated On-Site Product Supply
    Agreement, dated as of October 31, 2008, between Coffeyville
    Resources Nitrogen Fertilizers, LLC and Linde, Inc. (filed as
    Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
    for the quarterly period ended September 30, 2008 and
    incorporated by reference herein).10.5**

Crude Oil Supply Agreement dated December 2, 2008 between Vitol
    Inc. and Coffeyville Resources Refining & Marketing, LLC
    (filed as Exhibit 10.6 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2008 and
    incorporated by reference herein).10.5.1**

First Amendment to Crude Oil Supply Agreement dated January 1,
    2009 between Vitol Inc. and Coffeyville Resources Refining
    & Marketing, LLC (filed as Exhibit 10.6.1 to the
    Companys Annual Report on Form 10-K for the fiscal year
    ended December 31, 2008 and incorporated by reference herein).10.5.2**

Second Amendment to Crude Oil Supply Agreement dated July 7,
    2009 between Vitol Inc. and Coffeyville Resources Refining
    & Marketing, LLC (filed as Exhibit 10.3 to the
    Companys Quarterly Report on Form 10-Q for the quarterly
    period ended June 30, 2009 and incorporated by reference herein).10.5.3**

Third Amendment to Crude Oil Supply Agreement, dated as of
    January 1, 2010, by and between Vitol Inc. and Coffeyville
    Resources Refining & Marketing, LLC (filed as Exhibit 10.6
    to the Companys Quarterly Report on Form 10-Q for the
    quarterly period ended March 31, 2010 and incorporated by
    reference herein).10.5.4**

Fourth Amendment to Crude Oil Supply Agreement, dated as of
    January 25, 2010, by and between Vitol Inc. and Coffeyville
    Resources Refining & Marketing, LLC (filed as Exhibit 10.7
    to the Companys Quarterly Report on Form 10-Q for the
    quarterly period ended March 31, 2010 and incorporated by
    reference herein).10.5.5**

Fifth Amendment to the Crude Oil Supply Agreement, dated July
    19, 2010, between Vitol Inc. and Coffeyville Resources Refining
    & Marketing, LLC (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the quarterly
    period ended June 30, 2010 and incorporated by reference herein).10.6**

Pipeline Construction, Operation and Transportation Commitment
    Agreement, dated February 11, 2004, as amended, between Plains
    Pipeline, L.P. and Coffeyville Resources Refining &
    Marketing, LLC (filed as Exhibit 10.14 to the Companys
    Registration Statement on Form S-1, File No. 333-137588 and
    incorporated herein by reference).10.7**

Amended and Restated Electric Services Agreement dated as of
    August 1, 2010, between Coffeyville Resources Nitrogen
    Fertilizers, LLC and the City of Coffeyville, Kansas (filed as
    Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on August 25, 2010 and incorporated herein by reference). 146




---



##### 



ExhibitNumber

Exhibit Title10.8**

Stockholders Agreement of CVR Energy, Inc., dated as of October
    16, 2007, by and among CVR Energy, Inc., Coffeyville Acquisition
    LLC and Coffeyville Acquisition II LLC (filed as Exhibit
    10.20 to the Companys Quarterly Report on Form 10-Q for
    the quarterly period ended September 30, 2007 and incorporated
    by reference herein).10.9**

Registration Rights Agreement, dated as of October 16, 2007, by
    and among CVR Energy, Inc., Coffeyville Acquisition LLC and
    Coffeyville Acquisition II LLC (filed as Exhibit 10.21 to
    the Companys Quarterly Report on Form 10-Q for the
    quarterly period ended September 30, 2007 and incorporated by
    reference herein).10.10**

Management Registration Rights Agreement, dated as of October
    24, 2007, by and between CVR Energy, Inc. and John J. Lipinski
    (filed as Exhibit 10.27 to the Companys Quarterly Report
    on Form 10-Q for the quarterly period ended September 30, 2007
    and incorporated by reference herein).10.11**

First Amended and Restated Agreement of Limited Partnership of
    CVR Partners, LP, dated as of October 24, 2007, by and among CVR
    GP, LLC and Coffeyville Resources, LLC (filed as Exhibit 10.4 to
    the Companys Quarterly Report on Form 10-Q for the
    quarterly period ended September 30, 2007 and incorporated
    herein by reference).10.12**

Coke Supply Agreement, dated as of October 25, 2007, by and
    between Coffeyville Resources Refining & Marketing, LLC and
    Coffeyville Resources Nitrogen Fertilizers, LLC (filed as
    Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference).10.13**

Cross Easement Agreement, dated as of October 25, 2007, by and
    between Coffeyville Resources Refining & Marketing, LLC and
    Coffeyville Resources Nitrogen Fertilizers, LLC (filed as
    Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.14**

Environmental Agreement, dated as of October 25, 2007, by and
    between Coffeyville Resources Refining & Marketing, LLC and
    Coffeyville Resources Nitrogen Fertilizers, LLC (filed as
    Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.14.1**

Supplement to Environmental Agreement, dated as of February 15,
    2008, by and between Coffeyville Resources Refining and
    Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers,
    LLC (filed as Exhibit 10.17.1 to the Companys Annual
    Report on Form 10-K for the year ended December 31, 2007 and
    incorporated by reference herein).10.14.2**

Second Supplement to Environmental Agreement, dated as of July
    23, 2008, by and between Coffeyville Resources Refining and
    Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers,
    LLC (filed as Exhibit 10.1 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended June 30, 2008
    and incorporated by reference herein).10.15**

Feedstock and Shared Services Agreement, dated as of October 25,
    2007, by and between Coffeyville Resources Refining &
    Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers,
    LLC (filed as Exhibit 10.8 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended September 30,
    2007 and incorporated by reference herein).10.15.1**

Amendment to Feedstock and Shared Services Agreement, dated July
    24, 2009, by and between Coffeyville Resources Refining &
    Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers,
    LLC (filed as Exhibit 10.2 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended September 30,
    2009 and incorporated by reference herein).10.16**

Raw Water and Facilities Sharing Agreement, dated as of October
    25, 2007, by and between Coffeyville Resources Refining &
    Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers,
    LLC (filed as Exhibit 10.9 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended September 30,
    2007 and incorporated by reference herein).10.17**

Services Agreement, dated as of October 25, 2007, by and among
    CVR Partners, LP, CVR GP, LLC, CVR Special GP, LLC, and CVR
    Energy, Inc. (filed as Exhibit 10.10 to the Companys
    Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 2007 and incorporated by reference herein). 147




---



##### 



ExhibitNumber

Exhibit Title10.17.1**

Amendment to Services Agreement, dated as of January 1, 2010, by
    and between CVR Partners, LP, CVR GP, LLC, CVR Special GP, LLC
    and CVR Energy, Inc. (filed as Exhibit 10.8 to the
    Companys Quarterly Report on Form 10-Q for the quarterly
    period ended March 31, 2010 and incorporated by reference
    herein).10.18**

Omnibus Agreement, dated as of October 24, 2007 by and among CVR
    Energy, Inc., CVR GP, LLC, CVR Special GP, LLC and CVR Partners,
    LP (filed as Exhibit 10.11 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended September 30,
    2007 and incorporated by reference herein).10.19**

Registration Rights Agreement, dated as of October 24, 2007, by
    and among CVR Partners, LP, CVR Special GP, LLC and Coffeyville
    Resources, LLC (filed as Exhibit 10.24 to the Companys
    Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 2007 and incorporated by reference herein).10.20**++

Second Amended and Restated Employment Agreement, dated as of
    January 1, 2010, by and between CVR Energy, Inc. and John J.
    Lipinski (filed as Exhibit 10.1 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended March 31,
    2010 and incorporated by reference herein).10.21**++

Second Amended and Restated Employment Agreement, dated as of
    January 1, 2010, by and between CVR Energy, Inc. and Stanley A.
    Riemann (filed as Exhibit 10.2 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended March 31,
    2010 and incorporated by reference herein).10.22**++

Amended and Restated Employment Agreement, dated as of January
    1, 2010, by and between CVR Energy, Inc. and Edward Morgan
    (filed as Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q for the quarterly period ended March 31, 2010 and
    incorporated by reference herein).10.23**++

Second Amended and Restated Employment Agreement, dated as of
    January 1, 2010, by and between CVR Energy, Inc. and Edmund S.
    Gross (filed as Exhibit 10.4 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended March 31,
    2010 and incorporated by reference herein).10.24**++

Second Amended and Restated Employment Agreement, dated as of
    January 1, 2010, by and between CVR Energy, Inc. and Robert W.
    Haugen (filed as Exhibit 10.5 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended March 31,
    2010 and incorporated by reference herein).10.25**++

Amended and Restated CVR Energy, Inc. 2007 Long Term Incentive
    Plan, dated as of December 18, 2009 (filed as Exhibit 10.28 to
    the Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2009 and incorporated by reference
    herein).10.25.1**++

Form of Nonqualified Stock Option Agreement (filed as Exhibit
    10.33.1 to the Companys Registration Statement on Form
    S-1, File No. 333-137588 and incorporated herein by reference).10.25.2**++

Form of Director Stock Option Agreement (filed as Exhibit
    10.33.2 to the Companys Registration Statement on Form
    S-1, File No. 333-137588 and incorporated herein by reference).10.25.3**++

Form of Director Restricted Stock Agreement (filed as Exhibit
    10.28.3 to the Companys Annual Report on Form 10-K for the
    fiscal year ended December 31, 2009 and incorporated by
    reference herein).10.25.4**++

Form of Restricted Stock Agreement (filed as Exhibit 10.28.4 to
    the Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2009 and incorporated by reference
    herein).10.26**++

Amended and Restated Coffeyville Resources, LLC Phantom Unit
    Appreciation Plan (Plan I), dated as of November 9, 2009 (filed
    as Exhibit 10.29 to the Companys Annual Report on Form
    10-K for the fiscal year ended December 31, 2009 and
    incorporated by reference herein). 148




---



##### 



ExhibitNumber

Exhibit Title10.27**++

Amended and Restated Coffeyville Resources, LLC Phantom Unit
    Appreciation Plan (Plan II), dated as of November 9, 2009 (filed
    as Exhibit 10.30 to the Companys Annual Report on Form
    10-K for the fiscal year ended December 31, 2009 and
    incorporated by reference herein).10.28**

Fourth Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition LLC, dated as of November 9, 2009
    (filed as Exhibit 10.31 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2009 and
    incorporated by reference herein).10.29**

Second Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition II LLC, dated as of November 9,
    2009 (filed as Exhibit 10.32 to the Companys Annual Report
    on Form 10-K for the fiscal year ended December 31, 2009 and
    incorporated by reference herein).10.30**

Amended and Restated Limited Liability Company Agreement of
    Coffeyville Acquisition III LLC, dated as of February 15,
    2008 (filed as Exhibit 10.41 to the Companys Annual Report
    on Form 10-K for the year ended December 31, 2007 and
    incorporated by reference herein).10.31**

Consulting Agreement, dated May 2, 2008, by and between General
    Wesley Clark and CVR Energy, Inc. (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the quarterly
    period ended March 31, 2008 and incorporated by reference
    herein).10.32**++

Separation Agreement dated January 23, 2009 between James T.
    Rens, CVR Energy, Inc. and Coffeyville Resources, LLC (filed as
    Exhibit 10.47 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2008 and
    incorporated by reference herein).10.33**++

LLC Unit Agreement dated January 23, 2009 between Coffeyville
    Acquisition, LLC, Coffeyville Acquisition II, LLC, Coffeyville
    Acquisition III, LLC and James T. Rens (filed as Exhibit 10.48
    to the Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2008 and incorporated by reference
    herein).10.34**

Form of Indemnification Agreement between CVR Energy, Inc. and
    each of its directors and officers (filed as Exhibit 10.49 to
    the Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2008 and incorporated by reference
    herein).21.1*

List of Subsidiaries of CVR Energy, Inc.23.1*

Consent of KPMG LLP.31.1*

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.31.2*

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.32.1*

Section 1350 Certification of Chief Executive Officer and Chief
    Financial Officer.     *
    
    Filed herewith.**
    
    Previously filed.
    
    Certain portions of this exhibit have been omitted and
    separately filed with the SEC pursuant to a request for
    confidential treatment which has been granted by the SEC.++
    
    Denotes management contract or compensatory plan or arrangement
    required to be filed as an exhibit to this Report pursuant to
    Item 14(a)(3) of this Report. 149




---



##### 



PLEASE NOTE: Form 10-K.
 150




---



##### 



SIGNATURES
    CVR Energy, Inc.
  By:
    /s/  John
    J. Lipinski   Title:
    Chief Executive Officer      Signature

Title

Date/s/  John
    J. LipinskiJohn
    J. Lipinski

Chairman of the Board of Directors, Chief Executive Officer and
    President (Principal Executive Officer)

March 7, 2011/s/  Edward
    MorganEdward
    Morgan

Chief Financial Officer and Treasurer (Principal Financial and
    Accounting Officer)

March 7, 2011/s/  C.
    Scott HobbsC.
    Scott Hobbs

Director

March 7, 2011/s/  Scott
    L. LebovitzScott
    L. Lebovitz

Director

March 7, 2011/s/  John
    K. RowanJohn
    K. Rowan

Director

March 7, 2011/s/  George
    E. MatelichGeorge
    E. Matelich

Director

March 7, 2011/s/  Steve
    A. NordakerSteve
    A. Nordaker

Director

March 7, 2011/s/  Stanley
    de J. OsborneStanley
    de J. Osborne

Director

March 7, 2011/s/  Joseph
    E. SparanoJoseph
    E. Sparano

Director

March 7, 2011/s/  Mark
    E. TomkinsMark
    E. Tomkins

Director

March 7, 2011  151