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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, 2008ORo

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
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 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 10, 2009Common Stock, par value $0.01 per share

86,243,745 shares   Documents
    Incorporated By Reference
   Document

Parts IncorporatedProxy Statement for the 2009 Annual Meeting of Stockholders


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




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


1Executive OfficersItem 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


30Item 2.


Properties


30Item 3.


Legal Proceedings


30Item 4.


Submission of Matters to a Vote of Security
    Holders


30PART IIItem 5.


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


31Item 6.


Selected Financial Data


33Item 7.


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


38Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


79Item 8.


Financial Statements and Supplementary Data


82Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


133Item 9A.


Controls and Procedures


133Item 9B.


Other Information


133PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


133Item 11.


Executive Compensation


133Item 12.


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


134Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


134Item 14.


Principal Accounting Fees and Services


134PART IVItem 15.


Exhibits and Financial Statement Schedules


134EX-10.6: CRUDE OIL SUPPLY AGREEMENTEX-10.6.1: FIRST AMENDMENT TO CRUDE OIL SUPPLY AGREEMENTEX-10.43: AMENDED AND RESTATED EMPLOYMENT AGREEMENTEX-10.44: AMENDED AND RESTATED EMPLOYMENT AGREEMENTEX-10.46: AMENDED AND RESTATED EMPLOYMENT AGREEMENTEX-10.47: SEPARATION AGREEMENTEX-10.48: LLC UNIT AGREEMENTEX-10.49: FORM OF INDEMNIFICATION AGREEMENTEX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION   i




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GLOSSARY
    OF SELECTED TERMS
  Form 10-K.
  2-1-1 crack spread
  Barrel
  Blendstocks
  bpd
  Bulk sales
  Capacity
  Catalyst
  Coker unit
  Common units
  Corn belt
  Crack spread
  Distillates
  Ethanol
  Farm belt
  Feedstocks
  Heavy crude oil
  Independent refiner
 ii




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Light crude oil
  Magellan
  MMBtu
  PADD II
  Pet coke
  Refined products
  Sour crude oil
  Spot market
  Sweet crude oil
  Throughput
  Turnaround
  UAN
  Wheat belt
  WTI
  WTS 30-32
  Yield
 iii




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PART I  Item 1.
    Business      ton-per-day ton-per-day
    Our
    History
         1




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Petroleum
    Business
        
    Crude Oil Gathering System.  We own and operate
    a crude oil gathering system serving central Kansas, northern
    Oklahoma, western Missouri, eastern Colorado and southwestern
    Nebraska. The system has field offices in Bartlesville, Oklahoma
    and Plainville and Winfield, Kansas. The system is comprised of
    over 300 miles of feeder and trunk pipelines, 54 trucks,
    and associated storage facilities for gathering sweet Kansas,
    Nebraska, Oklahoma, Missouri, and Colorado crude oils purchased
    from independent crude producers. We also lease a section of a
    pipeline from Magellan, which is incorporated into our crude oil
    gathering system. Our crude oil gathering business grew by 27%
    to nearly 26,000 barrels per day in 2008 compared to 2007.
    Gathered crude oil provides a base supply of feedstock for our
    refinery and serves as an attractive alternative to higher
    priced foreign sweet crude oil.
    Phillipsburg Terminal.  We own storage and
    terminalling facilities for asphalt and 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 145,000 bpd
    proprietary pipeline system that transports 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 All American 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
   2




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28-36
      Marketing
    and Distribution
    Customers
    Competition
   3




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Seasonality
  and/or
  Nitrogen
    Fertilizer Business
    Raw
    Material Supply
  60-mile
       4




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start-up
  Nitrogen
    Production and Plant Reliability
      Distribution,
    Sales and Marketing
    freight-on-board
   5




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Customers
      Competition
        Seasonality
    Environmental
    Matters
   6




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
    restrictions on operations
    and/or the
    need to install enhanced or additional controls;
    the need to obtain and comply with permits and authorizations;
    liability for the investigation and remediation of contaminated
    soil and groundwater at current and former facilities 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
  Air Emissions.
  2
 7




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Release
    Reporting
      Fuel
    Regulations
  Tier II, Low Sulfur Fuels.
     8




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Greenhouse
    Gas Emissions
  2 cap-and-trade
    RCRA
  on-site
  Waste Management.
    Impacts of Past Manufacturing.
    TotalSite





Total O&M


EstimatedInvestigation


Capital


Costs


CostsFacility

Costs


Costs


Through 2012


Through 2012Coffeyville Oil Refinery

$
0.2


$



$
1.0


$
1.2Phillipsburg Terminal


0.4







1.7



2.1Total Estimated Costs

$
0.6


$



$
2.7


$
3.3    9




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Financial Assurance. clean-up
  Environmental
    Remediation
    Safety
    and Health Matters
    Process Safety Management.
   10




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Employees
      Available
    Information
  www.cvrenergy.com. Form 10-K, Form 10-Q, Form 8-K,
  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 Our Petroleum Business
  Volatile
    margins in the refining industry may cause volatility or a
    decline in our future results of operations and decrease our
    cash flow.
   11




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Our
    internally generated cash flows and other sources of liquidity
    may not be adequate for our capital needs.
      If we
    are required to obtain our crude oil supply without the benefit
    of a crude oil intermediation 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.
   12




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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.
    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.
        Changes
    in our credit profile may affect our relationship with our
    suppliers, which could have a material adverse effect on our
    liquidity.
   13




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Risks
    Related to the Nitrogen Fertilizer Business
  Natural
    gas prices affect the price of the nitrogen fertilizers that the
    nitrogen fertilizer business sells. Any decline in natural gas
    prices could have a material adverse effect on our results of
    operations, financial condition and the ability of the nitrogen
    fertilizer business to make cash distributions.
    The
    nitrogen fertilizer plant has high fixed costs. If nitrogen
    fertilizer product prices fall below a certain level, which
    could be caused by a reduction in the price of natural gas, the
    nitrogen fertilizer business may not generate sufficient revenue
    to operate profitably or cover its costs.
    The
    demand for and pricing of nitrogen fertilizers have increased
    dramatically in recent years. The nitrogen fertilizer business
    is cyclical and volatile and, historically, periods of high
    demand and pricing have been followed by periods of declining
    prices and declining capacity utilization. Such cycles expose us
    to potentially significant fluctuations in our financial
    condition, cash flows and results of operations, which could
    result in volatility in the price of our common stock, or an
    inability of the nitrogen fertilizer business to make quarterly
    distributions.
       14




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The
    nitrogen fertilizer business faces intense competition from
    other nitrogen fertilizer producers.
    The
    nitrogen fertilizer business results of operations,
    financial condition and ability to make cash distributions may
    be adversely affected by the supply and price levels of pet coke
    and other essential raw materials.
      The
    nitrogen fertilizer business relies on third party suppliers,
    including Linde, which owns an air separation plant that
    provides oxygen, nitrogen and compressed dry air to its gasifier
    and the City of Coffeyville, which supplies it 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 their contractual obligation could have a material adverse
    effect on our results of operations, financial condition and the
    ability of the nitrogen fertilizer business to make cash
    distributions.
   15




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Ammonia
    can be very volatile and dangerous. Any liability for accidents
    involving ammonia that cause severe damage to property and/or
    injury to the environment and human health could have a material
    adverse effect on our results of operations, financial condition
    and the ability of the nitrogen fertilizer business to make cash
    distributions. In addition, the costs of transporting ammonia
    could increase significantly in the future.
    and/or
    The
    nitrogen fertilizer business relies on third party providers of
    transportation services and equipment, which subjects us to
    risks and uncertainties beyond our control that may have a
    material adverse effect on our results of operations, financial
    condition and the ability of the nitrogen fertilizer business to
    make cash distributions.
     16




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Risks
    Related to Our Entire Business
  Unprecedented
    instability and volatility in the capital and credit markets
    could have a negative impact on our business, financial
    condition, results of operations and cash flows.
    
    Although we believe we have sufficient liquidity under our
    revolving 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 has exerted 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 credit facility contains various financial covenants that we
    must comply with every quarter. Although we successfully amended
    these covenants in December 2008, due to the current economic
    environment there can be no assurance that we would be able to
    successfully amend the agreement in the future if we were to
    fall out of covenant compliance. 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 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.
   17




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Our
    commodity derivative activities have historically resulted and
    in the future could result in losses and in period-to-period
    earnings volatility.
   18




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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
     19




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Greenhouse
    gas emissions may be the subject of federal or state legislation
    or regulated in the future as an air pollutant.
    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.
   20




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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.
    We are
    a holding company and depend upon our subsidiaries for our cash
    flow.
    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, acquisitions, 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;
    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; 21




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
    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.        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.
   22




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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.
    The
    requirements of being a public company, including compliance
    with the reporting requirements of the Exchange Act and the
    requirements of the Sarbanes-Oxley Act, may strain our
    resources, increase our costs and distract management, and we
    may be unable to comply with these requirements in a timely or
    cost-effective manner.
      We are
    a controlled company within the meaning of the New
    York Stock Exchange rules and, as a result, qualify for, and are
    relying on, exemptions from certain corporate governance
    requirements.
    
    the requirement that a majority of our board of directors
    consist of independent directors;
    the requirement that we have a nominating/corporate governance
    committee that is composed entirely of independent directors
    with a written charter addressing the committees purpose
    and responsibilities; and
    the requirement that we have a compensation committee that is
    composed entirely of independent directors with a written
    charter addressing the committees purpose and
    responsibilities. 23




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New
    regulations concerning the transportation of hazardous
    chemicals, risks of terrorism and the security of chemical
    manufacturing facilities could result in higher operating
    costs.
    Risks
    Related to Our Common Stock
  The
    market price and trading volume of our common stock may be
    volatile.
    The
    Goldman Sachs Funds and the Kelso Funds control us and may have
    conflicts of interest with other stockholders. Conflicts of
    interest may arise because our principal stockholders or their
    affiliates have continuing agreements and business relationships
    with us.
     24




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and/or
   25




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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 Hold Our Interest in the Nitrogen Fertilizer
    Business
  There
    are risks associated with the limited partnership structure
    through which we 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 our controlling stockholders 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. 26




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
    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.
    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.
    If the managing general partner of the Partnership elects to
    pursue a public or private offering of Partnership interests, we
    will be required to use our commercially reasonable efforts to
    amend our credit facility to remove the Partnership as a
    guarantor. Any such amendment could results in increased fees to
    us or other onerous terms in our credit facility. In addition,
    we may not be able to obtain such an amendment on terms
    acceptable to us or at all.
    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.  Our
    rights to receive distributions from the Partnership may be
    limited over time.
     27




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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 Partnership has distributed
    all adjusted operating surplus generated by the Partnership
    during the period from October 24, 2007 through
    December 31, 2009, assuming the Partnership and its
    subsidiaries are released from their guaranty of our credit
    facility 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 are also our controlling
    stockholders 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 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. 28




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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.  If the
    Partnership does not consummate an initial offering by
    October 24, 2009, Fertilizer GP can require us to purchase
    its managing general partner interest in the Partnership. We may
    not have requisite funds to do so.
      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.
     29




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

Acres

Own/Lease

UseCoffeyville, KS

440

Own

CVR Energy: 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.
    Submission
    of Matters to a Vote of Security Holders   30




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PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    2008:

High


LowFirst Quarter

$
30.94


$
20.71Second Quarter


28.88



18.17Third Quarter


19.75



8.47Fourth Quarter


9.01



2.15   2007:

High

LowFourth Quarter (October 23, 2007 to December 31, 2007)

$
26.25


$
19.80   Holders
    of Record
    Dividend
    Policy
     31




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Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    BETWEEN OCTOBER 23, 2007 AND DECEMBER 31, 2008
    among CVR Energy, Inc., S&P 500 and a peer group
  
    Equity
    Compensation Plans
    Number ofNumber of



SecuritiesSecurities to be



Remaining AvailableIssued upon

Weighted Average

for Future IssuanceExercise of

Exercise Price of

Under EquityPlan

Outstanding Options

Outstanding Options

Compensation PlansCVR Energy, Inc. Long Term Incentive Plan


32,350


$
19.08



7,286,530    32




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    233-day 174-day 304-day 62-days
           33




---



##### Table of Contents



OriginalSuccessor


Immediate Predecessor


PredecessorYear


233 Days


174 Days


304 Days


62 DaysEnded


Ended


Ended


Ended


EndedDecember 31,


December 31,


June 23,


December 31,


March 2,2008


2007


2006


2005


2005


2004


2004(In millions, except per share data)Statements of Operations Data:Net sales

$
5,016.1


$
2,966.9


$
3,037.6


$
1,454.3


$
980.7


$
1,479.9


$
261.1Cost of product sold(1)


4,461.8



2,308.8



2,443.4



1,168.1



768.0



1,244.2



221.4Direct operating expenses(1)


237.5



276.1



199.0



85.3



80.9



117.0



23.4Selling, general and administrative expenses(1)


35.2



93.1



62.6



18.4



18.4



16.3



4.7Net costs associated with flood(2)


7.9



41.5



















Depreciation and amortization


82.2



60.8



51.0



24.0



1.1



2.4



0.4Goodwill impairment(3)


42.8























Operating income

$
148.7


$
186.6


$
281.6


$
158.5


$
112.3


$
100.0


$
11.2Other income (expense), net(4)


(5.9
)


0.2



(20.8
)


0.4



(8.4
)


(6.9
)


Interest (expense)


(40.3
)


(61.1
)


(43.9
)


(25.0
)


(7.8
)


(10.1
)


Gain (loss) on derivatives, net


125.3



(282.0
)


94.5



(316.1
)


(7.6
)


0.5



Income (loss) before income taxes and minority interest insubsidiaries

$
227.8


$
(156.3
)

$
311.4


$
(182.2
)

$
88.5


$
83.5


$
11.2Income tax (expense) benefit


(63.9
)


88.5



(119.8
)


63.0



(36.1
)


(33.8
)


Minority interest in (income) loss of subsidiaries






0.2



















Net income (loss)(5)

$
163.9


$
(67.6
)

$
191.6


$
(119.2
)

$
52.4


$
49.7


$
11.2Earnings per share(6)Basic

$
1.90


$
(0.78
)

$
2.22Diluted

$
1.90


$
(0.78
)

$
2.22Weighted average shares(6)Basic


86,145,543



86,141,291



86,141,291Diluted


86,224,209



86,141,291



86,158,791Historical dividends:Per preferred unit(7)

















$
0.70


$
1.50Per common unit(7)

















$
0.70


$
0.48Management common units subject to redemption









$
3.1Common units









$
246.9 34




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##### Table of Contents



OriginalSuccessor


Immediate Predecessor


PredecessorYear


233 Days


174 Days


304 Days


62 DaysEnded


Ended


Ended


Ended


EndedDecember 31,


December 31,


June 23,


December 31,


March 2,2008


2007


2006


2005


2005


2004


2004(In millions, except per share data)Balance Sheet Data:Cash and cash equivalents

$
8.9


$
30.5


$
41.9


$
64.7






$
52.7Working capital


128.5



10.7



112.3



108.0







106.6Total assets


1,610.5



1,868.4



1,449.5



1,221.5







229.2Total debt, including current portion


495.9



500.8



775.0



499.4







148.9Minority interest in subsidiaries(8)


10.6



10.6



4.3











Management units subject to redemption










7.0



3.7







Divisional/members/stockholders equity


579.5



432.7



76.4



115.8







14.1Cash Flow Data:Net cash flow provided by (used in):Operating activities


83.2



145.9



186.6



82.5



12.7



89.8



53.2Investing activities


(86.5
)


(268.6
)


(240.2
)


(730.3
)


(12.3
)


(130.8
)


Financing activities


(18.3
)


111.3



30.8



712.5



(52.4
)


93.6



(53.2
)Other Financial Data:Capital expenditures for property, plant and equipment


86.5



268.6



240.2



45.2



12.3



14.2



Net income (loss) adjusted for unrealized gain or loss from CashFlow Swap(9)


11.2



(5.6
)


115.4



23.6



52.4



49.7



11.2     (1)
    
    Amounts are shown exclusive of depreciation and amortization.(2)
    
    Represents the write-off of approximate net costs associated
    with the June/July 2007 flood and crude oil spill that are not
    probable of recovery.(3)
    
    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.(4)
    
    During the years ended December 31, 2008, December 31,
    2007 and December 31, 2006, the 174-days ended
    June 23, 2005, and the 304-days ended December 31,
    2004, we recognized a loss of $10.0 million,
    $1.3 million, $23.4 million, $8.1 million and
    $7.2 million, respectively, on early extinguishment of debt.(5)
    
    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:  35




---



##### Table of Contents



OriginalSuccessor


Immediate Predecessor


PredecessorYear


233 Days


174 Days


304 Days


62 DaysEnded


Ended


Ended


Ended


EndedDecember 31,


December 31,


June 23,


December 31,


March 2,2008


2007


2006


2005


2005


2004


2004Loss on extinguishment of debt(a)

$
10.0


$
1.3


$
23.4


$



$
8.1


$
7.2


$
Inventory fair market value adjustment(b)














16.6







3.0



Funded letter of credit expense and interest rate swap not
    included in interest expense(c)


7.4



1.8







2.3











Major scheduled turnaround expense(d)


3.3



76.4



6.6











1.8



Loss on termination of swap(e)














25.0











Unrealized (gain) loss fromCash Flow Swap


(253.2
)


103.2



(126.8
)


235.9











Share-based compensation(f)


(42.5
)


44.1



16.9



1.1



4.0



0.1



Goodwill impairment(g)


42.8























     (a)
    Represents the write-off of $10.0 million of deferred
    financing costs in connection with the second amendment to our
    credit facility on December 22, 2008, the write-off of
    $1.3 million of deferred financing costs in connection with
    the repayment and termination of three credit facilities on
    October 26, 2007, the write-off of $23.4 million in
    connection with the refinancing of our senior secured credit
    facility on December 28, 2006, the write-off of
    $8.1 million of deferred financing costs in connection with
    the refinancing of our senior secured credit facility on
    June 23, 2005 and the write-off of $7.2 million of
    deferred financing costs in connection with the refinancing of
    our senior secured credit facility on May 10, 2004.  (b)
    Consists of the additional cost of product sold expense due to
    the step up to estimated fair value of certain inventories on
    hand at March 3, 2004 and June 24, 2005, as a result
    of the allocation of the purchase price of the Initial
    Acquisition and the Subsequent Acquisition to inventory.  (c)
    Consists of fees which are expensed to selling, general and
    administrative expenses in connection with the funded letter of
    credit facility of $150.0 million issued in support of the
    Cash Flow Swap. Although not included as interest expense in our
    Consolidated Statements of Operations, these fees are treated as
    such in the calculation of consolidated adjusted EBITDA in the
    credit facility.  (d)
    Represents expense associated with a major scheduled turnaround.  (e)
    Represents the expense associated with the expiration of the
    crude oil, heating oil and gasoline option agreements entered
    into by CALLC in May 2005.  (f)
    Represents the impact of share-based compensation awards.  (g)
    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)
    
    Earnings per share and weighted average shares outstanding are
    shown on a pro forma basis for 2007 and 2006. 36




---



##### Table of Contents



(7)
    
    Historical dividends per unit for the
    174-day
    period ended June 23, 2005 and the
    304-day
    period ended December 31, 2004 are calculated based on the
    ownership structure of Immediate Predecessor.(8)
    
    Minority interest at December 31, 2006 reflects common
    stock in two of our subsidiaries owned by our CEO (which were
    exchanged for shares of our common stock with an equivalent
    value prior to the consummation of our initial public offering).
    Minority interest at December 31, 2008 and
    December 31, 2007 reflects CALLC IIIs ownership of
    the managing general partner interest and IDRs of the
    Partnership.(9)
    
    Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap results from adjusting for the derivative transaction
    that was executed in conjunction with the Subsequent
    Acquisition. On June 16, 2005, CALLC entered into the Cash
    Flow Swap with J. Aron, a subsidiary of The Goldman Sachs Group,
    Inc., and a related party of ours. The Cash Flow Swap was
    subsequently assigned by CALLC to CRLLC on June 24, 2005.
    The derivative took the form of three NYMEX swap agreements
    whereby if absolute (i.e., in dollar terms, not a percentage of
    crude oil prices) crack spreads fall below the fixed level, J.
    Aron agreed to pay the difference to us, and if absolute crack
    spreads rise above the fixed level, we agreed to pay the
    difference to J. Aron. Based upon expected crude oil capacity of
    115,000 bpd, the Cash Flow Swap represents approximately
    57% and 14% of crude oil capacity for the periods
    January 1, 2009 through June 30, 2009 and July 1,
    2009 through June 30, 2010, respectively. Under the terms
    of our credit facility and upon meeting specific requirements
    related to our leverage ratio and our credit ratings, we are
    permitted to terminate the Cash Flow Swap in 2009 or 2010.We have determined that the Cash Flow Swap does not qualify as a
    hedge for hedge accounting purposes under current
    U.S. generally accepted accounting principles, consistently
    applied (GAAP). As a result, our periodic Statements
    of Operations reflect in each period material amounts of
    unrealized gains and losses based on the increases or decreases
    in market value of the unsettled position under the swap
    agreements which are accounted for as an asset or liability on
    our balance sheet, as applicable. As the absolute crack spreads
    increase, we are required to record an increase in this
    liability account with a corresponding expense entry to be made
    to our Statements of Operations. Conversely, as absolute crack
    spreads decline, we are required to record a decrease in the
    swap related liability and post a corresponding income entry to
    our Statements of Operations. Because of this inverse
    relationship between the economic outlook for our underlying
    business (as represented by crack spread levels) and the income
    impact of the unrecognized gains and losses, and given the
    significant periodic fluctuations in the amounts of unrealized
    gains and losses, management utilizes Net income (loss) adjusted
    for unrealized gain or loss from Cash Flow Swap as a key
    indicator of our business performance. In managing our business
    and assessing its growth and profitability from a strategic and
    financial planning perspective, management and our board of
    directors considers our GAAP net income results as well as Net
    income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap. We believe that Net income (loss) adjusted for
    unrealized gain or loss from Cash Flow Swap enhances the
    understanding of our results of operations by highlighting
    income attributable to our ongoing operating performance
    exclusive of charges and income resulting from mark to market
    adjustments that are not necessarily indicative of the
    performance of our underlying business and our industry. The
    adjustment has been made for the unrealized gain or loss from
    Cash Flow Swap net of its related tax effect.Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap is not a recognized term under GAAP and should not be
    substituted for net income as a measure of our performance but
    instead should be utilized as a supplemental measure of
    financial performance or liquidity in evaluating our business.
    Because Net income (loss) adjusted for unrealized gain or loss
    from Cash Flow Swap excludes mark to market adjustments, the
    measure does not reflect the fair market value of our Cash Flow
    Swap in our net income. As a result, the measure does not
    include potential cash payments that may be required to be made
    on the Cash Flow Swap in the future. Also, our presentation of
    this non-GAAP measure may not be comparable to similarly titled
    measures of other companies. 37




---



##### Table of Contents



The following is a reconciliation of Net income (loss) adjusted
    for unrealized gain or loss from Cash Flow Swap to Net income
    (loss) (in millions):  OriginalSuccessor


Immediate Predecessor


PredecessorYear


233 Days


174 Days


304 Days


62 DaysEnded


Ended


Ended


Ended


EndedDecember 31,


December 31,


June 23,


December 31,


March 2,2008


2007


2006


2005


2005


2004


2004Net income (loss) adjusted for unrealized gain (loss) from Cash
    Flow Swap

$
11.2


$
(5.6
)

$
115.4


$
23.6


$
52.4


$
49.7


$
11.2Plus:Unrealized gain (loss) from Cash Flow Swap, net of tax effect


152.7



(62.0
)


76.2



(142.8
)










Net income (loss)

$
163.9


$
(67.6
)

$
191.6


$
(119.2
)

$
52.4


$
49.7


$
11.2   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.      Overview
    and Executive Summary
   38




---



##### Table of Contents



Petroleum business.
    Nitrogen fertilizer business. ton-per-day ton-per-day
     39




---



##### Table of Contents



CVR
    Energys Initial Public Offering
        CVRs
    Shelf Registration Statement
  Form S-3,
  Major
    Influences on Results of Operations
  Petroleum
    Business
  first-in,
   40




---



##### Table of Contents



41




---



##### Table of Contents



Nitrogen
    Fertilizer Business
         42




---



##### Table of Contents



15-20 days
  Agreements
    Between CVR Energy and the Partnership
   43




---



##### Table of Contents



20-year
  Factors
    Affecting Comparability
    2007
    Flood and Crude Oil Discharge
       44




---



##### Table of Contents



Refinancing
    and Prior Indebtedness
          J. Aron
    Deferrals
    Goodwill
    Impairment Charges
   45




---



##### Table of Contents



Change
    in Reporting Entity as a Result of the Initial Public
    Offering
    Public
    Company Expenses
    2008
    and 2007 Turnarounds
    Cash
    Flow Swap
  Accounting for
    Derivative Instruments and Hedging Activities
    Share-Based
    Compensation
   46




---



##### Table of Contents



EITF 00-12 EITF 96-18.
  Consolidation
    of Nitrogen Fertilizer Limited Partnership
    Consolidation
    of Variable Interest Entities
       47




---



##### Table of Contents




    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).    Industry
    Factors
  Petroleum
    Business
        Nitrogen
    Fertilizer Business
   48




---



##### Table of Contents



Results
    of Operations
    Consolidated
    Results of Operations
           49




---



##### Table of Contents



Year Ended December 31,Consolidated Financial Results

2008


2007


2006(in millions)Net sales

$
5,016.1


$
2,966.9


$
3,037.6Cost of product sold (exclusive of depreciation and amortization)


4,461.8



2,308.8



2,443.4Direct operating expenses (exclusive of depreciation and
    amortization)


237.5



276.1



199.0Selling, general and administrative expense (exclusive of
    depreciation and amortization)


35.2



93.1



62.6Net costs associated with flood(1)


7.9



41.5



Depreciation and amortization(2)


82.2



60.8



51.0Goodwill impairment(3)


42.8







Operating income

$
148.7


$
186.6


$
281.6Net income (loss)(4)


163.9



(67.6
)


191.6Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap(5)


11.2



(5.6
)


115.4     (1)
    
    Represents the costs associated with the June/July flood and
    crude oil spill net of probable recoveries from insurance.(2)
    
    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:  Year Ended December 31,Consolidated Financial Results

2008


2007


2006(in millions)Depreciation and amortization excluded from cost of product sold

$
2.5


$
2.4


$
2.2Depreciation and amortization excluded from direct operating
    expenses


78.0



57.4



47.7Depreciation and amortization excluded from selling, general and
    administrative expense


1.7



1.0



1.1Depreciation included in net costs associated with flood






7.6



Total depreciation and amortization

$
82.2


$
68.4


$
51.0   (3)
    
    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.(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,Consolidated Financial Results

2008

2007

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

$
10.0


$
1.3


$
23.4Funded letter of credit expense & interest rate swap
    not included in interest expense(b)


7.4



1.8



Major scheduled turnaround expense(c)


3.3



76.4



6.6Unrealized (gain) loss from Cash Flow Swap


(253.2
)


103.2



(126.8
)Share-based compensation expense(d)


(42.5
)


44.1



16.9Goodwill impairment(e)


42.8







  50




---



##### Table of Contents



(a)
    
    Represents the write-off of $10.0 million in connection
    with the second amendment to our existing credit facility, which
    amendment was completed on December 22, 2008. The write-off
    of $1.3 million in connection with the repayment and
    termination of three credit facilities on October 26, 2007
    and the $23.4 million was written off 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 expense in connection with the funded letter of
    credit facility of $150.0 million issued in support of the
    Cash Flow Swap. Although not included as interest expense in our
    Consolidated Statements of Operations, these fees are treated as
    such in the calculation of consolidated adjusted EBITDA in the
    credit facility.(c)
    
    Represents expenses 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)
    
    Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap results from adjusting for the derivative transaction
    that was executed in conjunction with the Subsequent
    Acquisition. On June 16, 2005, CALLC entered into the Cash
    Flow Swap with J. Aron, a subsidiary of The Goldman Sachs Group,
    Inc., and a related party of ours. The Cash Flow Swap was
    subsequently assigned from CALLC to CRLLC on June 24, 2005.
    The derivative took the form of three NYMEX swap agreements
    whereby if crack spreads fall below the fixed level, J. Aron
    agreed to pay the difference to us, and if crack spreads rise
    above the fixed level, we agreed to pay the difference to J.
    Aron. The Cash Flow Swap represents approximately 57% and 14% of
    crude oil capacity for the periods January 1, 2009 through
    June 30, 2009 and July 1, 2009 through June 30,
    2010, respectively. Under the terms of our credit facility and
    upon meeting specific requirements related to our leverage ratio
    and our credit ratings, we are permitted to terminate the Cash
    Flow Swap in 2009 or 2010.    Year Ended December 31,Consolidated Financial Results

2008


2007


2006(in millions)Net Income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap

$
11.2


$
(5.6
)

$
115.4Plus:Unrealized gain or (loss) from Cash Flow Swap, net of taxes


152.7



(62.0
)


76.2Net income (loss)

$
163.9


$
(67.6
)

$
191.6   Year
    Ended December 31, 2008 Compared to the Year Ended
    December 31, 2007 (Consolidated).
  Net Sales.
 51




---



##### Table of Contents



Cost of Product Sold Exclusive of Depreciation and
    Amortization.
  Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Selling, General and Administrative Expenses Exclusive of
    Depreciation and Amortization.
  Net Costs Associated with
    Flood.
  Depreciation and
    Amortization.
  Goodwill Impairment.
  Operating Income.
 52




---



##### Table of Contents



Interest Expense.
  Interest Income.
  Gain (Loss) on Derivatives, Net. Accounting for
    Derivative Instruments and Hedging Activities.
  Provision for Income Taxes.
  Minority Interest in (income) loss of
    Subsidiaries.
 53




---



##### Table of Contents



Net Income (Loss).
  Year
    Ended December 31, 2007 Compared to the Year Ended
    December 31, 2006 (Consolidated).
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization.
  Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Selling, General and Administrative Expenses Exclusive of
    Depreciation and Amortization.
  Net Costs Associated with
    Flood.
  Depreciation and
    Amortization.
 54




---



##### Table of Contents



Operating Income.
  Interest Expense.
  Interest Income.
  Gain (Loss) on Derivatives, Net. Accounting for
    Derivative Instruments and Hedging Activities.
 55




---



##### Table of Contents



Provision for Income Taxes.
  Minority Interest in (income) loss of
    Subsidiaries.
  Net Income (Loss).
  Petroleum
    Business Results of Operations
    Year Ended December 31,2008


2007


2006(in millions)Petroleum Business Financial ResultsNet sales

$
4,774.3


$
2,806.2


$
2,880.4Cost of product sold (exclusive of depreciation and amortization)


4,449.4



2,300.2



2,422.7Direct operating expenses (exclusive of depreciation and
    amortization)


151.4



209.5



135.3Net costs associated with flood


6.4



36.7



Depreciation and amortization


62.7



43.0



33.0Gross profit

$
104.4


$
216.8


$
289.4Plus direct operating expenses (exclusive of depreciation and
    amortization)


151.4



209.5



135.3Plus net costs associated with flood


6.4



36.7



Plus depreciation and amortization


62.7



43.0



33.0Refining margin(1)

$
324.9


$
506.0


$
457.7Goodwill impairment(2)

$
42.8


$



$
Operating income

$
31.9


$
144.9


$
245.6   56




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##### Table of Contents



Year Ended December 31,2008

2007

2006(dollars per barrel)Key Operating StatisticsRefining margin per crude oil throughput barrel(1)(3)

$
8.39


$
18.17


$
13.27Direct operating expenses (exclusive of depreciation and
    amortization)


3.91



7.52



3.92Gross profit


2.69



7.79



8.39   Year Ended December 31,2008


2007


2006%





%





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


77,315



65.7



54,509



66.4



51,803



50.5Light/medium sour


16,795



14.3



14,580



17.8



41,907



40.8Heavy sour


11,727



10.0



7,228



8.8



847



0.8Total crude oil throughput


105,837



90.0



76,317



93.0



94,557



92.1All other feed and blendstocks


11,882



10.0



5,748



7.0



8,034



7.9Total throughput


117,719



100.0



82,065



100.0



102,591



100.0Production:Gasoline


56,852



48.0



37,017



44.9



48,248



46.7Distillate


48,257



40.7



34,814



42.3



42,175



40.8Other (excluding internally produced fuel)


13,422



11.3



10,551



12.8



12,896



12.5Total refining production (excluding internally produced fuel)


118,531



100.0



82,382



100.0



103,319



100.0Product price (dollars per gallon):Gasoline





$
2.50






$
2.20






$
1.88Distillate





$
3.00






$
2.28






$
1.99Market Indicators (dollars per barrel)West Texas Intermediate (WTI) NYMEX





$
99.75






$
72.36






$
66.25Crude Oil Differentials:WTI less WTS (light/medium sour)






3.44







5.16







5.36WTI less WCS (heavy sour)






18.72







22.94







N/ANYMEX Crack Spreads:Gasoline






4.76







14.61







10.53Heating Oil






20.25







13.29







11.14NYMEX 2-1-1 Crack Spread






12.50







13.95







10.84PADD II Group 3 Basis:Gasoline






0.12







3.56







1.52Ultra Low Sulfur Diesel






4.22







7.95







7.42PADD II Group 3 Product Crack:Gasoline






4.88







18.18







12.05Ultra Low Sulfur Diesel






24.47







21.24







18.56PADD II Group 3 2:1:1






14.68







19.71







15.31  57




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##### Table of Contents



(1)
    
    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
    Statement of Operations. Our calculation of refining margin may
    differ from similar calculations of other companies in our
    industry, thereby limiting its usefulness as a comparative
    measure. In order to derive the refining margin per crude oil
    throughput barrel, we utilize the total dollar figures for
    refining margin as derived above and divide by the applicable
    number of crude oil throughput barrels for the period.(2)
    
    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 segment 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 segment operating income
    but is excluded in the refining margin and the refining margin
    per crude oil throughput barrel.(3)
    
    In order to derive the refining margin, direct operating
    expenses and gross profit, in each case 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.  Year
    Ended December 31, 2008 Compared to the Year Ended
    December 31, 2007 (Petroleum Business).
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization.
 58




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##### Table of Contents



Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Net Costs Associated with
    Flood.
  Depreciation and
    Amortization.
  Goodwill Impairment.
  Operating Income.
 59




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##### Table of Contents



Year
    Ended December 31, 2007 Compared to the Year Ended
    December 31, 2006 (Petroleum Business).
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization.
    Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
 60




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##### Table of Contents



Net Costs Associated with
    Flood.
  Depreciation and
    Amortization.
  Operating Income.
 61




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##### Table of Contents



Nitrogen
    Fertilizer Business Results of Operations
    Year Ended December 31,Nitrogen Fertilizer Business Financial Results

2008

2007

2006(in millions)Net sales

$
263.0


$
165.9


$
162.5Cost of product sold (exclusive of depreciation and amortization)


32.6



13.0



25.9Direct operating expenses (exclusive of depreciation and
    amortization)


86.1



66.7



63.7Net costs associated with flood






2.4



Depreciation and amortization


18.0



16.8



17.1Operating income


116.8



46.6



36.8   Year Ended December 31,Key Operating Statistics

2008

2007

2006Production (thousand tons):Ammonia (gross produced)(1)


359.1



326.7



369.3Ammonia (net available for sale)(1)


112.5



91.8



111.8UAN


599.2



576.9



633.1Petroleum coke consumed (thousand tons)


451.9



449.8



439.0Petroleum coke (cost per ton)

$
31


$
30


$
19Sales (thousand tons)(2):Ammonia


99.4



92.1



117.3UAN


594.2



555.4



645.5Total sales


693.6



647.5



762.8Product pricing (plant gate) (dollars per ton)(2):Ammonia

$
557


$
376


$
338UAN

$
303


$
211


$
162On-stream factor(3):Gasification


87.8
%


90.0
%


92.5
%Ammonia


86.2
%


87.7
%


89.3
%UAN


83.4
%


78.7
%


88.9
%Reconciliation to net sales (dollars in thousands):Freight in revenue

$
18,856


$
13,826


$
17,890Hydrogen revenue


8,967







Sales net plant gate


235,127



152,030



144,575Total net sales

$
262,950


$
165,856


$
162,465   Year Ended December 31,Market Indicators

2008

2007

2006Natural gas NYMEX (dollars per MMBtu)

$
8.91


$
7.12


$
6.98Ammonia  Southern Plains (dollars per ton)

$
707


$
409


$
353UAN  Mid Cornbelt (dollars per ton)

$
422


$
288


$
197  62




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##### Table of Contents



(1)
    
    The gross tons produced for ammonia represent the total ammonia
    produced, including ammonia produced that was upgraded into UAN.
    The net tons available for sale represent the ammonia available
    for sale that was not upgraded into UAN.(2)
    
    Plant gate sales per ton represent net sales less freight and
    hydrogen revenue divided by product sales volume in tons in the
    reporting period. Plant gate pricing per ton is shown in order
    to provide a pricing measure that is comparable across the
    fertilizer industry.(3)
    
    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 turnarounds and the flood at the fertilizer
    facility, (i) the on-stream factors in 2008 adjusted for
    turnaround would have been 91.7% for gasifier, 90.2% for ammonia
    and 87.4% for UAN, (ii) the on-stream factors in 2007
    adjusted for flood would have been 94.6% for gasifier, 92.4% for
    ammonia and 83.9% for UAN and (iii) the on-stream factors
    in 2006 adjusted for turnaround would have been 97.1% for
    gasifier, 94.3% for ammonia and 93.6% for UAN.  Year
    Ended December 31, 2008 compared to the Year Ended
    December 31, 2007 (Nitrogen Fertilizer
    Business).
  Net Sales.
        Cost of Product Sold Exclusive of Depreciation and
    Amortization.
 63




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##### Table of Contents



Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Net Costs Associated with Flood.
  Depreciation and Amortization.
  Operating Income.
  Year
    Ended December 31, 2007 compared to the Year Ended
    December 31, 2006 (Nitrogen Fertilizer
    Business).
  Net Sales.
   64




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##### Table of Contents



Cost of Product Sold Exclusive of Depreciation and
    Amortization.
  Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Net Costs Associated with
    Flood.
 65




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##### Table of Contents



Depreciation and Amortization.
  Operating Income.
  Liquidity
    and Capital Resources
      Cash
    Balance and Other Liquidity
     66




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##### Table of Contents



Credit
    Facility
            
    Tranche D term loans bear interest at either (a) the
    greater of the prime rate and the federal funds effective rate
    plus 0.5%, plus in either case 4.50%, or, at the borrowers
    option, (b) LIBOR plus 5.50% (with step-downs to the prime
    rate/federal funds rate plus 4.25% or 4.00% or LIBOR plus 5.25%
    or 5.50%, respectively, upon achievement of certain rating
    conditions).
    Revolving credit loans bear interest at either (a) the
    greater of the prime rate and the federal funds effective rate
    plus 0.5%, plus in either case 4.50%, or, at the borrowers
    option, (b) LIBOR plus 5.50% (with step-downs to the prime
    rate/federal funds rate plus 4.25% or 4.00% or LIBOR plus 5.25%
    or 5.00%, respectively, upon achievement of certain rating
    conditions). Revolving credit lenders receive commitment fees
    equal to the amount of undrawn revolving credit loans times .5%
    per annum.
    Letters of credit issued under the $75.0 million sub-limit
    available under the revolving credit facility are subject to a
    fee equal to the applicable margin on revolving LIBOR loans
    owing to all revolving credit lenders and a fronting fee of
    0.25% per annum owing to the issuing lender. 67




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##### Table of Contents




    Funded letters of credit are subject to a fee equal to the
    applicable margin on term LIBOR loans owed to all funded letter
    of credit lenders and a fronting fee of 0.125% per annum owing
    to the issuing lender. CRLLC is also obligated to pay a fee of
    0.10% to the administrative agent on a quarterly basis based on
    the average balance of funded letters of credit outstanding
    during the calculation period, for the maintenance of a
    credit-linked deposit account backstopping funded letters of
    credit.        
    100% of the asset sale proceeds must be used to repay
    outstanding loans;
    100% of the cash proceeds from the incurrence of specified debt
    obligations must be used to prepay outstanding loans; and,
    100% of consolidated excess cash flow less 100% of voluntary
    prepayments made during the fiscal year must be used to prepay
    outstanding loans; provided that with respect to any fiscal year
    commencing with fiscal 2008, this percentage will be reduced to
    75% if the total leverage ratio at the end of such fiscal year
    is less than 1.50:1.00 or 50% if the total leverage ratio as of
    the end of such fiscal year is less than 1.00:1.00.     68




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##### Table of Contents



Minimum

MaximumInterest

LeverageFiscal Quarter Ending

Coverage Ratio

RatioMarch 31, 2009  December 31, 2009


3.75:1.00



2.25:1.00March 31, 2010 and thereafter


3.75:1.00



2.00:1.00       Year Ended December 31,Consolidated Financial Results

2008


2007


2006(in millions)Net income (loss)

$
163.9


$
(67.6
)

$
191.6Plus:Depreciation and amortization


82.2



68.4



51.0Interest expense


40.3



61.1



43.9Income tax expense (benefit)


63.9



(88.5
)


119.8Loss on extinguishment of debt


10.0



1.3



23.4Funded letters of credit expenses and interest rate swap not
    included in interest expense


7.4



1.8



Major scheduled turnaround expense


3.3



76.4



6.6Unrealized (gain) or loss on derivatives, net


(247.9
)


113.5



(128.5
)Non-cash compensation expense for equity awards


(17.2
)


43.5



16.9(Gain) or loss on disposition of fixed assets


5.8



1.3



1.2Unusual or nonrecurring charges


12.5







Property tax  increases due to expiration of abatement


11.6







FIFO loss(1)


102.5







Minority interest in subsidiaries






(0.2
)


Management fees






11.7



2.3Goodwill impairment


42.8







Consolidated adjusted EBITDA

$
281.1


$
222.7


$
328.2     (1)
    
    The amendment to the credit facility entered into on
    December 22, 2008 amended the definition of consolidated
    adjusted EBITDA to add a FIFO adjustment. This amendment to the
    definition first applies for the year ending December 31,
    2008 and will apply through the quarter ending
    September 30, 2009. 69




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##### Table of Contents



Payment
    Deferrals Related to Cash Flow Swap
     70




---



##### Table of Contents



Capital
    Spending
        Petroleum
    Business
  2009


2010


2011Environmental and safety capital needs

$
36.1


$
46.1


$
30.7Sustaining capital needs


17.1



10.5



16.453.2



56.6



47.1Major scheduled turnaround expenses


0.5



1.0



40.0Total estimated non-discretionary spending

$
53.7


$
57.6


$
87.1   Nitrogen
    Fertilizer Business
  2009


2010


2011Environmental and safety capital needs

$
1.9


$
0.5


$
2.1Sustaining capital needs


5.3



3.8



0.77.2



4.3



2.8Major scheduled turnaround expenses






3.8



Total estimated non-discretionary spending

$
7.2


$
8.1


$
2.8   Combined
  2009


2010


2011Environmental and safety capital needs

$
38.0


$
46.6


$
32.8Sustaining capital needs


22.4



14.3



17.160.4



60.9



49.9Major scheduled turnaround expenses


0.5



4.8



40.0Total estimated non-discretionary spending

$
60.9


$
65.7


$
89.9  71




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##### Table of Contents



and/or
      Cash
    Flows
    Year Ended December 31,2008


2007


2006(In millions)Net cash provided by (used in)Operating activities

$
83.2


$
145.9


$
186.6Investing activities


(86.5
)


(268.6
)


(240.2
)Financing activities


(18.3
)


111.3



30.8Net increase (decrease) in cash and cash equivalents

$
(21.6
)

$
(11.4
)

$
(22.8
)   Cash
    Flows Provided by Operating Activities
  Accounting for
    Derivative Instruments and Hedging Activities.
   72




---



##### Table of Contents



Accounting for Derivative Instruments
    and Hedging Activities.
  Accounting for Derivative Instruments and Hedging
    Activities.
  Cash
    Flows Used In Investing Activities
     73




---



##### Table of Contents



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


2009


2010


2011


2012


2013


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

$
484.3


$
4.8


$
4.8


$
4.7


$
4.7


$
465.3


$
Operating leases(2)


8.9



4.0



2.7



1.3



0.9







Unconditional purchase obligations(3)


592.3



29.4



35.9



57.3



54.6



54.5



360.6Environmental liabilities(4)


7.5



2.7



1.0



0.5



0.3



0.3



2.7Funded letter of credit fees(5)


12.4



8.3



4.1















Interest payments(6)


204.1



44.6



44.1



43.7



43.4



28.3



Total

$
1,309.5


$
93.8


$
92.6


$
107.5


$
103.9


$
548.4


$
363.3Other Commercial CommitmentsStandby letters of credit(7)

$
49.9


$



$



$



$



$



$
     (1)
    
    Long-term debt amortization is based on the contractual terms of
    our credit facility. We may be required to amend our credit
    facility in connection with an offering by the Partnership. As
    of December 31, 2008, $484.3 million was outstanding
    under our credit facility. See  Liquidity and
    Capital Resources  Debt. 74




---



##### Table of Contents



(2)
    
    The nitrogen fertilizer business leases various facilities and
    equipment, primarily railcars, under non-cancelable operating
    leases for various periods.(3)
    
    The amount includes (1) commitments under several
    agreements in our petroleum operations related to pipeline
    usage, petroleum products storage and petroleum transportation
    and (2) commitments under an electric supply agreement with
    the city of Coffeyville.(4)
    
    Environmental liabilities represents (1) 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 (2) our
    estimated remaining costs to address environmental contamination
    resulting from a reported release of UAN in 2005 pursuant to the
    Sate 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.(5)
    
    This amount represents the total of all fees related to the
    funded letter of credit issued under our credit facility. The
    funded letter of credit is utilized as credit support for the
    Cash Flow Swap. See  Quantitative and
    Qualitative Disclosures About Market Risk  Commodity
    Price Risk.(6)
    
    Interest payments are based on interest rates in effect at
    December 31, 2008 and assume contractual amortization
    payments.(7)
    
    Standby letters of credit include $3.3 million of letters
    of credit issued in connection with environmental liabilities,
    and $46.6 million in letters of credit to secure
    transportation services for crude oil.      Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Standards
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133.
 75




---



##### Table of Contents



157-2
  Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Fair Value Measurements,
  Critical
    Accounting Policies
    Goodwill
     76




---



##### Table of Contents




    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 rates used range from 18.3% to 22.8% 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/guideline publicly traded companies.       77




---



##### Table of Contents



Long-Lived
    Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets.
  Derivative
    Instruments and Fair Value of Financial
    Instruments
  Accounting
    for Derivative Instruments and Hedging Activities,
    Share-Based
    Compensation
  Share-Based Payment.
   78




---



##### Table of Contents



EITF 00-12 EITF 96-18.
    Income
    Taxes
  Accounting for Income Taxes Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB
    No. 109.
 Item 7A.Quantitative
    and Qualitative Disclosures About Market Risk    Commodity
    Price Risk
     79




---



##### Table of Contents




    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.
    
    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 than 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.
     80




---



##### Table of Contents




    Our petroleum segment holds commodity derivative contracts in
    the form of the Cash Flow Swap for the period from July 1,
    2005 to June 30, 2010 with J. Aron, a subsidiary of The
    Goldman Sachs Group, Inc. and a related party of ours. The Cash
    Flow Swap consists of swap agreements originally executed on
    June 16, 2005 in conjunction with the Subsequent
    Acquisition of Immediate Predecessor and required under the
    terms of our long-term debt agreements. These agreements were
    subsequently assigned from CALLC to CRLLC on June 24, 2005.
    The total notional quantities on the date of execution were
    100,911,000 barrels of crude oil, 2,348,802,750 gallons of
    unleaded gasoline and 1,889,459,250 gallons of heating oil.
    Pursuant to these swaps, we receive a fixed price with respect
    to the heating oil and the unleaded gasoline while we pay a
    fixed price with respect to crude oil. In June 2006, a
    subsequent swap was entered into with J. Aron to effectively
    reduce our unleaded notional quantity and increase our heating
    oil notional quantity by 229,671,750 gallons over the period
    July 2, 2007 to June 30, 2010. Additionally, several
    other swaps were entered into with J. Aron to adjust effective
    net notional amounts of the aggregate position to better align
    with actual production volumes. The swap agreements were
    executed at the prevailing market rate at the time of execution
    and management believed the swap agreements would provide an
    economic hedge on future transactions. At December 31, 2008
    the net notional open amounts under these swap agreements were
    17,696,250 barrels of crude oil, 371,621,250 gallons of
    heating oil and 371,621,250 gallons of unleaded gasoline. The
    purpose of these contracts is to economically hedge
    8,848,125 barrels of heating oil crack spreads, the price
    spread between crude oil and heating oil, and
    8,848,125 barrels of unleaded gasoline crack spreads, the
    price spread between crude oil and unleaded gasoline. These open
    contracts had a total unrealized net gain at December 31,
    2008 of approximately $40.9 million.
    From time to time, our petroleum segment also holds various
    NYMEX positions through Merrill Lynch, Pierce,
    Fenner & Smith Incorporated. At December 31,
    2008, we had no open contracts outstanding.  Interest
    Rate Risk
      Effective


Termination


FixedNotional Amount

Date


Date


Rate$250.0 million


March 31, 2008



March 30, 2009



4.195
%$180.0 million


March 31, 2009



March 30, 2010



4.195
%$110.0 million


March 31, 2010



June 29, 2010



4.195
%    81




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##### Table of Contents



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


83Report of Independent Registered Public
    Accounting Firm  Internal Control Over Financial
    Reporting


84Consolidated Balance Sheets at December 31,
    2008 and 2007


85Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


86Consolidated Statements of Changes in
    Stockholders Equity/Members Equity for the years
    ended December 31, 2008, 2007 and 2006


87Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


90Notes to Consolidated Financial Statements


91  82




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             KPMG
    LLP
     83




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                 KPMG
    LLP
      84




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
 CONSOLIDATED
    BALANCE SHEETS  December 31,2008


2007(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
8,923


$
30,509Restricted cash


34,560



Accounts receivable, net of allowance for doubtful accounts of
    $4,128 and $391, respectively


33,316



86,546Inventories


148,424



254,655Prepaid expenses and other current assets


37,583



14,186Receivable from swap counterparty


32,630



Insurance receivable


11,756



73,860Income tax receivable


40,854



31,367Deferred income taxes


25,365



79,047Total current assets


373,411



570,170Property, plant, and equipment, net of accumulated depreciation


1,178,965



1,192,174Intangible assets, net


410



473Goodwill


40,969



83,775Deferred financing costs, net


3,883



7,515Receivable from swap counterparty


5,632



Insurance receivable


1,000



11,400Other long-term assets


6,213



2,849Total assets

$
1,610,483


$
1,868,356LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
4,825


$
4,874Note payable and capital lease obligations


11,543



11,640Payable to swap counterparty


62,375



262,415Accounts payable


105,861



182,225Personnel accruals


10,350



36,659Accrued taxes other than income taxes


13,841



14,732Deferred revenue


5,748



13,161Other current liabilities


30,366



33,820Total current liabilities


244,909



559,526Long-term liabilities:Long-term debt, less current portion


479,503



484,328Accrued environmental liabilities


4,240



4,844Deferred income taxes


289,150



286,986Other long-term liabilities


2,614



1,122Payable to swap counterparty






88,230Total long-term liabilities


775,507



865,510Commitments and contingenciesMinority interest in subsidiary


10,600



10,600Stockholders equityCommon Stock $0.01 par value per share,
    350,000,000 shares authorized; 86,243,745 and
    86,141,291 shares issued and outstanding at
    December 31, 2008 and 2007, respectively


862



861Additional
    paid-in-capital


441,170



458,359Retained earnings (deficit)


137,435



(26,500
)Total stockholders equity


579,467



432,720Total liabilities and stockholders equity

$
1,610,483


$
1,868,356    85




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Years Ended December 31,2008


2007


2006(in thousands, except share data)Net sales

$
5,016,103


$
2,966,864


$
3,037,567Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


4,461,808



2,308,740



2,443,375Direct operating expenses (exclusive of depreciation and
    amortization)


237,469



276,137



198,980Selling, general and administrative expenses (exclusive of
    depreciation and amortization)


35,239



93,122



62,600Net costs associated with flood


7,863



41,523



Depreciation and amortization


82,177



60,779



51,004Goodwill impairment


42,806







Total operating costs and expenses


4,867,362



2,780,301



2,755,959Operating income


148,741



186,563



281,608Other income (expense):Interest expense and other financing costs


(40,313
)


(61,126
)


(43,880
)Interest income


2,695



1,100



3,450Gain (loss) on derivatives, net


125,346



(281,978
)


94,493Loss on extinguishment of debt


(9,978
)


(1,258
)


(23,360
)Other income (expense), net


1,355



356



(900
)Total other income (expense)


79,105



(342,906
)


29,803Income (loss) before income taxes and minority interest in
    subsidiaries


227,846



(156,343
)


311,411Income tax expense (benefit)


63,911



(88,515
)


119,840Minority interest in loss of subsidiaries






210



Net income (loss)

$
163,935


$
(67,618
)

$
191,571Net earnings (loss) per shareBasic

$
1.90Diluted

$
1.90Weighted average common shares outstanding:Basic


86,145,543Diluted


86,224,209Unaudited Pro Forma Information (Note 12):Net earnings (loss) per share:Basic





$
(0.78
)

$
2.22Diluted





$
(0.78
)

$
2.22Weighted average common shares outstanding:Basic






86,141,291



86,141,291Diluted






86,141,291



86,158,791    86




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CHANGES IN
 STOCKHOLDERS
    EQUITY/MEMBERS EQUITY
  Management Voting


Note ReceivableCommon Units


from ManagementSubject to Redemption


Unit Holder


TotalUnits


Dollars


Dollars


Dollars(in thousands, except unit/share data)Balance at December 31, 2005


227,500


$
4,172


$
(500
)

$
3,672Payment of note receivable










150



150Forgiveness of note receivable










350



350Adjustment to fair value for management common units






4,240







4,240Prorata reduction of management common units outstanding


(26,437
)










Distributions to management on common units






(3,119
)






(3,119
)Net income allocated to management common units






1,688







1,688Balance at December 31, 2006


201,063



6,981







6,981Adjustment to fair value for management common units






2,037







2,037Net loss allocated to management common units






(362
)






(362
)Change from partnership to corporate reporting structure


(201,063
)


(8,656
)






(8,656
)Balance at December 31, 2007





$



$



$
    87




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CHANGES IN
 STOCKHOLDERS
    EQUITY/MEMBERS
    EQUITY  (Continued)
  Management


ManagementNonvoting Override


Nonvoting OverrideVoting Common Units


Operating Units


Value Units


TotalUnits


Dollars


Units


Dollars


Units


Dollars


Dollars(in thousands, except unit/share data)Balance at December 31, 2005


23,588,500


$
114,831



919,630


$
602



1,839,265


$
395


$
115,828Issuance of 2,000,000 common units for cash


2,000,000



20,000



















20,000Recognition of share-based compensation expense related to
    override units














1,161







695



1,856Adjustment to fair value for management common units






(4,240
)


















(4,240
)Prorata reduction of common units outstanding


(2,973,563
)






















Issuance of 72,492 non-vested operating override units










72,492















Issuance of 144,966 non-vested value override units


















144,966







Distributions to common unit holders






(246,881
)


















(246,881
)Net income allocated to common units






189,883



















189,883Balance at December 31, 2006


22,614,937



73,593



992,122



1,763



1,984,231



1,090



76,446Recognition of share-based compensation expense related to
    override units














1,017







701



1,718Adjustment to fair value for management common units






(2,037
)


















(2,037
)Adjustment to fair value for minority interest






(1,053
)


















(1,053
)Reversal of minority interest fair value adjustments upon
    redemption of the minority interest






1,053



















1,053Net loss allocated to common units






(40,756
)


















(40,756
)Change from partnership to corporate reporting structure


(22,614,937
)


(30,800
)


(992,122
)


(2,780
)


(1,984,231
)


(1,791
)


(35,371
)Balance at December 31, 2007





$







$







$



$
     88




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CHANGES IN
 STOCKHOLDERS
    EQUITY/MEMBERS
    EQUITY  (Continued)
  Common StockShares





Additional Paid-In


RetainedIssued


Amount


Capital


Deficit


Total(in thousands, except unit/share data)Balance at January 1, 2007





$



$



$



$
Change from partnership to corporate reporting structure


62,866,720



629



43,398







44,027Issuance of common stock in exchange for minority interest of
    related party


247,471



2



4,700







4,702Cash dividend declared










(10,600
)






(10,600
)Public offering of common stock, net of stock issuance costs of
    $39,874,000


22,917,300



229



395,326







395,555Purchase of common stock by employees through share purchase
    program


82,700



1



1,570







1,571Share-based compensation










23,399







23,399Issuance of common stock to employees


27,100







566







566Net loss














(26,500
)


(26,500
)Balance at December 31, 2007


86,141,291



861



458,359



(26,500
)


432,720Share-based compensation










(17,789
)






(17,789
)Issuance of common stock to directors


96,620



1



399







400Vesting of non-vested stock awards


5,834







201







201Net income














163,935



163,935Balance at December 31, 2008


86,243,745


$
862


$
441,170


$
137,435


$
579,467    89




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(in thousands)Cash flows from operating activities:Net income (loss)

$
163,935


$
(67,618
)

$
191,571Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


82,177



68,406



51,005Provision for doubtful accounts


3,737



15



100Amortization of deferred financing costs


1,991



2,778



3,337Loss on disposition of fixed assets


5,795



1,272



1,188Loss on extinguishment of debt


9,978



1,258



23,360Forgiveness of note receivable










350Share-based compensation


(42,523
)


44,083



16,905Write off of CVR Energy, Inc. debt offering costs


1,567







Write off of CVR Partners, LP initial public offering costs


2,539







Minority interest in loss of subsidiaries






(210
)


Goodwill impairment


42,806







Changes in assets and liabilities:Restricted cash


(34,560
)






Accounts receivable


49,493



(16,972
)


1,871Inventories


97,989



(84,980
)


(7,157
)Prepaid expenses and other current assets


(19,064
)


4,848



(5,384
)Insurance receivable


(1,681
)


(105,260
)


Insurance proceeds for flood


74,185



20,000



Other long-term assets


(3,751
)


3,246



1,971Accounts payable


(59,392
)


59,110



5,005Accrued income taxes


(9,487
)


732



(37,039
)Deferred revenue


(7,413
)


4,349



(3,218
)Other current liabilities


(5,319
)


27,027



4,592Payable to swap counterparty


(326,532
)


240,944



(147,021
)Accrued environmental liabilities


(604
)


(551
)


(1,614
)Other long-term liabilities


1,492



1,122



Deferred income taxes


55,846



(57,684
)


86,770Net cash provided by operating activities


83,204



145,915



186,592Cash flows from investing activities:Capital expenditures


(86,458
)


(268,593
)


(240,225
)Net cash used in investing activities


(86,458
)


(268,593
)


(240,225
)Cash flows from financing activities:Revolving debt payments


(453,200
)


(345,800
)


(900
)Revolving debt borrowings


453,200



345,800



900Proceeds from issuance of long-term debt






50,000



805,000Principal payments on long-term debt


(4,874
)


(335,797
)


(529,438
)Payment of capital lease obligations


(940
)






Payment of financing costs


(8,522
)


(2,491
)


(9,364
)Deferred costs of CVR Partners initial public offering


(2,429
)






Deferred costs of CVR Energy convertible debt offering


(1,567
)






Prepayment penalty on extinguishment of debt










(5,500
)Payment of note receivable










150Issuance of members equity










20,000Net proceeds from sale of common stock






399,556



Distribution of members equity






(10,600
)


(250,000
)Sale of managing general partnership interest






10,600



Net cash provided by (used in) financing activities


(18,332
)


111,268



30,848Net decrease in cash and cash equivalents


(21,586
)


(11,410
)


(22,785
)Cash and cash equivalents, beginning of period


30,509



41,919



64,704Cash and cash equivalents, end of period

$
8,923


$
30,509


$
41,919Supplemental disclosuresCash paid for income taxes, net of refunds (received)

$
17,551


$
(31,563
)

$
70,109Cash paid for interest

$
46,172


$
56,886


$
51,854Non-cash investing and financing activities:Step-up in
    basis in property for exchange of commonstock for minority interest, net of deferred taxes of $388,518

$



$
586


$
Accrual of construction in progress additions

$
(16,972
)

$
(15,268
)

$
45,991Assets acquired through capital lease

$
4,827


$



$
    90




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Organization
    and History of the Company  Organization
          Initial
    Public Offering of CVR Energy, Inc.
       91




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Nitrogen
    Fertilizer Limited Partnership
       92




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (2)
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Restricted
    Cash
   93




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts
    Receivable
    Inventories
  first-in, 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    94




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    and Intangible Assets
    Deferred
    Financing Costs
    Planned
    Major Maintenance Costs
      Cost
    Classifications
     95




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in
    Income Taxes an Interpretation of FASB No. 109
  Consolidation
    of Variable Interest Entities
  Consolidation of Variable Interest Entities and/or
    Impairment
    of Long-Lived Assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
 96




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition
    Shipping
    Costs
    Derivative
    Instruments and Fair Value of Financial
    Instruments
  Accounting for Derivative Instruments and Hedging
    Activities.
    Share-Based
    Compensation
  Share-Based Payments No. 00-12, Accounting by an Investor for Stock-Based Compensation
    Granted to Employees of an Equity Method Investee (EITF 00-12).
  EITF 00-12, No. 96-18, Accounting for Equity Investments That Are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling
    Goods or Services
   97




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Environmental
    Matters
    Use of
    Estimates
    New
    Accounting Pronouncements
  Fair Value Measurements
  157-2
  Business Combinations
 98




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133.
  (3)
    Share-Based
    Compensation       99




---



##### Table of Contents



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








(Decrease) for the YearsValue


Awards





December 31,Award Type

(per Unit)


Issued


Grant Date


2008


2007


2006Override Operating Units(a)

$
11.31



919,630



June 2005


$
(5,979
)

$
10,675


$
1,158Override Operating Units(b)

$
34.72



72,492



December 2006



(430
)


877



3Override Value Units(c)

$
11.31



1,839,265



June 2005



(11,063
)


12,788



677Override Value Units(d)

$
34.72



144,966



December 2006



(493
)


718



17Override Units(e)

$
10.00



138,281



October 2007



(2
)


2



Override Units(f)

$
10.00



642,219



February 2008



5







Total


$
(17,962
)

$
25,060


$
1,855     *
    
    As CVRs common stock price increases or decreases,
    compensation expense increases or is reversed in correlation
    with the calculation of the fair value under the probability
    weighted expected return method.  Valuation
    Assumptions
  Override Operating Units 
  Grant Date

Remeasurement DateEstimated forfeiture rate

None

NoneExplicit service period

Based on forfeiture
    schedule in (b) below

Based on forfeiture
    schedule in (b) belowGrant date fair value

$5.16 per share

N/ADecember 31, 2008 CVR closing stock price

N/A

$4.00December 31, 2008 estimated fair value

N/A

$8.25 per unitMarketability and minority interest discounts

24% discount

15% discountVolatility

37%

68.8%  100




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Override Operating Units 
  Grant Date

Remeasurement DateEstimated forfeiture rate

None

NoneExplicit service period

Based on forfeiture
    schedule below

Based on forfeiture
    schedule belowGrant date fair value

$8.15 per share

N/ADecember 31, 2008 CVR closing stock price

N/A

$4.00December 31, 2008 estimated fair value

N/A

$1.59 per unitMarketability and minority interest discounts

20% discount

15% discountVolatility

41%

68.8%     ForfeitureMinimum Period Held

Percentage2 years


75%3 years


50%4 years


25%5 years


0%   Override Value Units 
  Grant Date

Remeasurement DateEstimated forfeiture rate

None

NoneDerived service period

6 years

6 yearsGrant date fair value

$2.91 per share

N/ADecember 31, 2008 CVR closing stock price

N/A

$4.00December 31, 2008 estimated fair value

N/A

$3.20 per unitMarketability and minority interest discounts

24% discount

15% discountVolatility

37%

68.8%  101




---



##### Table of Contents



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

Remeasurement DateEstimated forfeiture rate

None

NoneDerived service period

6 years

6 yearsGrant date fair value

$8.15 per share

N/ADecember 31, 2008 CVR closing stock price

N/A

$4.00December 31, 2008 estimated fair value

N/A

$1.59 per unitMarketability and minority interest discounts

20% discount

15% discountVolatility

41%

68.8%     SubjectForfeitureMinimum Period Held

Percentage2 years


75%3 years


50%4 years


25%5 years


0%   Override Units  Share-Based Compensation, EITF 00-12,
  Estimated forfeiture rate

NoneGrant date valuation

$0.02 per unitMarketability and minority interest discount

15% discountVolatility

34.7%  102




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Override Units  Share-Based Compensation, EITF 00-12,
  Estimated forfeiture rate

NoneDerived Service Period

Based on forfeiture scheduleDecember 31, 2008 estimated fair value

$0.02 per unitMarketability and minority interest discount

20% discountVolatility

64.3%     Override


OverrideYear Ending December 31,

Operating Units


Value Units2009

$
619,000


$
1,032,0002010


186,000



1,033,0002011






492,000$
805,000


$
2,557,000   Phantom
    Unit Appreciation Plan
   103




---



##### Table of Contents



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


Fair Value(In 000s)Non-vested at December 31, 2007


18


$
20.88Granted


164



4.14Vested


(103
)


5.09Forfeited






Non-vested at December 31, 2008


79


$
6.62    104




---



##### Table of Contents



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


AverageAverage


RemainingExercise


ContractualShares


Price


Term(In 000s)Outstanding, December 31, 2007


19


$
21.61



9.89Granted


13



15.52



9.67Exercised










Forfeited










Expired










Outstanding, December 31, 2008


32


$
19.08



9.21Vested or expected to vest at December 31, 2008


6



21.61



8.89Exercisable at December 31, 2008


6



21.61



8.89     (4)
    Inventories    December 31,2008


2007Finished goods

$
61,008


$
109,394Raw materials and catalysts


45,928



92,104In-process inventories


14,376



29,817Parts and supplies


27,112



23,340$
148,424


$
254,655  105




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Property,
    Plant, and Equipment    December 31,2008


2007Land and improvements

$
17,383


$
13,058Buildings


22,851



17,541Machinery and equipment


1,288,782



1,108,858Automotive equipment


7,825



5,171Furniture and fixtures


7,835



6,304Leasehold improvements


1,081



929Construction in progress


53,927



182,0461,399,684



1,333,907Accumulated depreciation


220,719



141,733$
1,178,965


$
1,192,174     (6)
    Goodwill
    and Intangible Assets  Goodwill
  Goodwill and Other Intangible Assets
   106




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    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 range from 18.3% to 22.8%
    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, 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/guideline publicly
    traded companies.      Accounting for the
    Impairment of Long-Lived Assets
  Other
    Intangible Assets
   107




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##### Table of Contents



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

ContractualDecember 31,

Agreements2009


332010


332011


332012


282013


27Thereafter


256410   (7)
    Deferred
    Financing Costs  EITF 96-19, Debtors Accounting for Modification or Exchange of Debt
    Instruments EITF 98-14, Debtors Accounting for Changes in Line-of-Credit or
    Revolving-Debt Arrangements
    EITF 96-19, Debtors Accounting for Modification or Exchange of Debt
    Instruments EITF 98-14, Debtors Accounting for Changes in Line-of-Credit or
    Revolving-Debt Arrangements
   108




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##### Table of Contents



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


December 31,2008


2007Deferred financing costs

$
8,045


$
12,278Less accumulated amortization


1,991



2,778Unamortized deferred financing costs


6,054



9,500Less current portion


2,171



1,985$
3,883


$
7,515     Year Ending

DeferredDecember 31,

Financing2009

$
2,1712010


2,1582011


8042012


8002013


121$
6,054   (8)
    Note
    Payable and Capital Lease Obligations        (9)
    Flood   109




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              ReceivableReconciliationTotal insurance receivable

$
106,941Less insurance proceeds received through December 31, 2008


(94,185
)Insurance receivable

$
12,756  110




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (10)
    Income
    Taxes    Year EndedDecember 31,2008


2007


2006CurrentFederal

$
8,474


$
(26,814
)

$
26,096State


(409
)


(4,017
)


6,974Total current


8,065



(30,831
)


33,070DeferredFederal


57,236



(21,434
)


69,836State


(1,390
)


(36,250
)


16,934Total deferred


55,846



(57,684
)


86,770Total income tax expense (benefit)

$
63,911


$
(88,515
)

$
119,840     Year EndedDecember 31,2008


2007


2006Tax computed at federal statutory rate

$
79,746


$
(54,720
)

$
108,994State income taxes, net of federal tax benefit (expense)


13,372



(6,382
)


15,618State tax incentives, net of federal tax expense


(14,519
)


(19,792
)


(78
)Manufacturing activities deduction


(913
)






(1,089
)Federal tax credit for production of ultra-low sulfur diesel fuel


(23,742
)


(17,259
)


(4,462
)Non-deductible share-based compensation


(6,286
)


8,771



649Non-deductible goodwill impairment


14,982







Other, net


1,271



867



208Total income tax expense (benefit)

$
63,911


$
(88,515
)

$
119,840        111




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2008


2007(In thousands)Deferred income tax assets:Allowance for doubtful accounts

$
1,638


$
156Personnel accruals


2,564



12,757Inventories


426



671Unrealized derivative losses, net






85,650Low sulfur diesel fuel credit carry forward


50,263



17,860State net operating loss carry forwards, net of federal expense


854



4,158Accrued expenses


234



1,713Deferred revenue






3,403State tax credit carryforward, net of federal expense


31,994



17,475Deferred financing


3,388



Net costs associated with flood


2,276



1,351Other


256



Total Gross deferred income tax assets


93,893



145,194Deferred income tax liabilities:Property, plant, and equipment


(340,292
)


(348,901
)Prepaid expenses


(4,247
)


(3,233
)Deferred financing






(513
)Unrealized derivative gains, net


(13,139
)


Other






(486
)Total Gross deferred income tax liabilities


(357,678
)


(353,133
)Net deferred income tax liabilities

$
(263,785
)

$
(207,939
)        112




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance as of January 1, 2008

$
0Increase and decrease in prior year tax positions


Increases and decrease in current year tax positions


Settlements


Reductions related to expirations of statute of limitations


Balance as of December 31, 2008

$
0   (11)
    Long-Term
    Debt      3-month 3-month
 113




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        First
    Lien Credit Facility
  MinimumInterest

MaximumFiscal Quarter Ending

Coverage Ratio

Leverage RatioMarch 31, 2009  December 31, 2009


3.75:1.00



2.25:1.00March 31, 2010 and thereafter


3.75:1.00



2.00:1.00       Year EndingDecember 31,


AmountFirst lien Tranche D term loans; principal payments


2009


$
4,825,000of .25% of the principal balance due quarterly


2010



4,777,000increasing to 23.5% of the principal balance due


2011



4,730,000quarterly commencing April 2013, with a final


2012



4,682,000payment of the aggregate remaining unpaid principal


2013



465,314,000balance due December 2013


Thereafter



$
484,328,000      114




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (12)
    Earnings
    Per Share    2008
    Earnings Per Share
  For the YearEnded December 31, 2008(In thousands except share data)Net income

$
163,935Average number of shares of common stock outstanding


86,145,543Effect of dilutive securities:The computations of the basic and diluted earnings per share for
    the year ended December 31, 2008 is as follows:Non-vested common stock


78,666Average number of shares of common stock outstanding assuming
    dilution


86,224,209Basic earnings per share

$
1.90Diluted earnings per share

$
1.90     2007
    and 2006 Pro Forma Earnings (Loss) Per Share
     115




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the YearEnded December 31,2007


2006(Unaudited)(In thousands)Net income (loss)

$
(67,618
)

$
191,571Pro forma weighted average shares outstanding:Original CVR shares of common stock


100



100Effect of 628,667.20 to 1 stock split


62,866,620



62,866,620Issuance of shares of common stock to management in exchange for
    subsidiary shares


247,471



247,471Issuance of shares of common stock to employees


27,100



27,100Issuance of shares of common stock in the initial public offering


23,000,000



23,000,000Basic weighted average shares outstanding


86,141,291



86,141,291Dilutive securities  issuance of non-vested shares of
    common stock to board of directors






17,500Diluted weighted average shares outstanding


86,141,291



86,158,791Pro forma basic earnings (loss) per share

$
(0.78
)

$
2.22Pro forma dilutive earnings (loss) per share

$
(0.78
)

$
2.22   (13)
    Benefit
    Plans   116




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14)
    Commitments
    and Contingent Liabilities    Year Ending

Operating


UnconditionalDecember 31,

Leases


Purchase Obligations2009

$
4,040,000


$
29,405,0002010


2,704,000



35,939,0002011


1,297,000



57,301,0002012


903,000



54,584,0002013


1,000



54,472,000Thereafter






360,630,000$
8,945,000


$
592,331,000          117




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        On-Site
 118




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          construction-in-progress
     119




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Environmental,
    Health, and Safety (EHS) Matters
   120




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
    Year Ending December 31,

Amount2009

$
2,6842010


1,0132011


5162012


3132013


313Thereafter


2,682Undiscounted total


7,521Less amounts representing interest at 2.06%


597Accrued environmental liabilities at December 31, 2008

$
6,924        121




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (15)
    Fair
    Value Measurements  Fair Value Measurements
  157-2 157-2.
    
    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)    Level 1

Level 2

Level 3

TotalCash Flow Swap





$
38,262






$
38,262Interest Rate Swap






(7,789
)






(7,789
)    122




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (16)
    Derivative
    Financial Instruments    Year EndedDecember 31,2008


2007


2006(In thousands)Realized loss on swap agreements

$
(110,388
)

$
(157,239
)

$
(46,768
)Unrealized gain (loss) on swap agreements


253,195



(103,212
)


126,771Realized gain (loss) on other agreements


(10,582
)


(15,346
)


8,361Unrealized gain (loss) on other agreements


634



(1,348
)


2,411Realized gain (loss) on interest rate swap agreements


(1,593
)


4,115



4,398Unrealized gain (loss) on interest rate swap agreements


(5,920
)


(8,948
)


(680
)Total gain (loss) on derivatives, net

$
125,346


$
(281,978
)

$
94,493     Accounting for
    Derivative Instruments and Hedging Activities
  Cash
    Flow Swap
    Interest
    Rate Swap
   123




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##### Table of Contents



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

FixedPeriod Covered

Amount

Interest RateMarch 31, 2008 to March 31, 2009


250 million



4.195
%March 31, 2009 to March 31, 2010


180 million



4.195
%March 31, 2010 to June 30, 2010


110 million



4.195
%     (17)
    Related
    Party Transactions    Management
    Services Agreements
    Cash
    Flow Swap
    J. Aron
    Deferrals
   124




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Interest
    Rate Swap
    Crude
    Oil Supply Agreement
   125




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Financing
    and Other
              (18)
    Business
    Segments  Disclosures About Segments of an Enterprise and Related
    Information
   126




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Petroleum
      Nitrogen
    Fertilizer
     127




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Segment
    Year Ended December 31,2008


2007


2006(In thousands)Net salesPetroleum

$
4,774,337


$
2,806,203


$
2,880,442Nitrogen Fertilizer


262,950



165,856



162,465Other










Intersegment elimination


(21,184
)


(5,195
)


(5,340
)Total

$
5,016,103


$
2,966,864


$
3,037,567Cost of product sold (exclusive of depreciation and amortization)Petroleum

$
4,449,422


$
2,300,226


$
2,422,718Nitrogen Fertilizer


32,574



13,042



25,899Other










Intersegment elimination


(20,188
)


(4,528
)


(5,242
)Total

$
4,461,808


$
2,308,740


$
2,443,375Direct operating expenses (exclusive of depreciation and
    amortization)Petroleum

$
151,377


$
209,474


$
135,297Nitrogen Fertilizer


86,092



66,663



63,683Other










Total

$
237,469


$
276,137


$
198,980Net costs associated with floodPetroleum

$
6,380


$
36,669


$
Nitrogen Fertilizer


27



2,432



Other


1,456



2,422



Total

$
7,863


$
41,523


$
Depreciation and amortizationPetroleum

$
62,690


$
43,040


$
33,016Nitrogen Fertilizer


17,987



16,819



17,126Other


1,500



920



862Total

$
82,177


$
60,779


$
51,004Goodwill ImpairmentPetroleum

$
42,806


$



$
Nitrogen Fertilizer










Other










Total

$
42,806


$



$
   128




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2008


2007


2006(In thousands)Operating income (loss)Petroleum


31,902



144,876



245,578Nitrogen Fertilizer


116,807



46,593



36,842Other


32



(4,906
)


(812
)Total

$
148,741


$
186,563


$
281,608Capital expendituresPetroleum

$
60,410


$
261,562


$
223,553Nitrogen fertilizer


24,076



6,488



13,258Other


1,972



543



3,414Total

$
86,458


$
268,593


$
240,225Total assetsPetroleum

$
1,032,223


$
1,277,124Nitrogen Fertilizer


644,301



446,763Other


(66,041
)


144,469Total

$
1,610,483


$
1,868,356GoodwillPetroleum

$



$
42,806Nitrogen Fertilizer


40,969



40,969Other






Total

$
40,969


$
83,775   (19)
    Major
    Customers and Suppliers    Year EndedDecember 31,2008


2007


2006PetroleumCustomer A


13
%


12
%


15
%Customer B


3
%


7
%


10
%Customer C


10
%


9
%


10
%Customer D


9
%


10
%


9
%35
%


38
%


44
%Nitrogen FertilizerCustomer E


13
%


18
%


7
%  129




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2008


2007


2006Supplier


67
%


63
%


67
%     Year EndedDecember 31,2008


2007


2006Supplier


5
%


5
%


8
%  130




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (20)
    Selected
    Quarterly Financial and Information (Unaudited)    Year Ended December 31, 2008QuarterFirst


Second


Third


Fourth(In thousands except share data)Net sales

$
1,223,003


$
1,512,503


$
1,580,911


$
699,686Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


1,036,194



1,287,477



1,440,355



697,782Direct operating expenses (exclusive of depreciation and
    amortization)


60,556



62,336



56,575



58,002Selling, general and administrative (exclusive of depreciation
    and amortization)


13,497



14,762



(7,820
)


14,800Net costs associated with flood


5,763



3,896



(817
)


(979
)Depreciation and amortization


19,635



21,080



20,609



20,853Goodwill impairment














42,806Total operating costs and expenses


1,135,645



1,389,551



1,508,902



833,264Operating income (loss)


87,358



122,952



72,009



(133,578
)Other income (expense):Interest expense and other financing costs


(11,298
)


(9,460
)


(9,333
)


(10,222
)Interest income


702



601



257



1,135Gain (loss) on derivatives, net


(47,871
)


(79,305
)


76,706



175,816Loss on extinguishment of debt














(9,978
)Other income (expense), net


179



251



428



497Total other income (expense)


(58,288
)


(87,913
)


68,058



157,248Income before income taxes and minority interest in subsidiaries


29,070



35,039



140,067



23,670Income tax expense


6,849



4,051



40,411



12,600Minority interest in (income) loss of subsidiaries














Net income

$
22,221


$
30,988


$
99,656


$
11,070Net earnings per shareBasic

$
0.26


$
0.36


$
1.16


$
0.13Diluted

$
0.26


$
0.36


$
1.16


$
0.13Weighted average common shares outstandingBasic


86,141,291



86,141,291



86,141,291



86,158,206Diluted


86,158,791



86,158,791



86,158,791



86,236,872  131




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarterly
    Financial Information (Unaudited)
  Year Ended December 31, 2007QuarterFirst


Second


Third


FourthNet sales

$
390,483


$
843,413


$
585,978


$
1,146,990Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


303,670



569,623



453,242



982,205Direct operating expenses (exclusive of depreciation and
    amortization)


113,412



60,955



44,440



57,330Selling, general and administrative (exclusive of depreciation
    and amortization)


13,150



14,937



14,035



51,000Net costs associated with flood






2,139



32,192



7,192Depreciation and amortization


14,235



17,957



10,481



18,106Goodwill impairment














Total operating costs and expenses


444,467



665,611



554,390



1,115,833Operating income (loss)


(53,984
)


177,802



31,588



31,157Other income (expense):Interest expense and other financing costs


(11,857
)


(15,763
)


(18,340
)


(15,166
)Interest income


452



161



151



336Gain (loss) on derivatives, net


(136,959
)


(155,485
)


40,532



(30,066
)Loss on extinguishment of debt














(1,258
)Other income (expense), net


1



101



53



201Total other income (expense)


(148,363
)


(170,986
)


22,396



(45,953
)Income (loss) before income taxes and minority interest in
    subsidiaries


(202,347
)


6,816



53,984



(14,796
)Income tax expense (benefit)


(47,298
)


(93,669
)


42,731



9,721Minority interest in (income) loss of subsidiaries


676



(419
)


(47
)


Net income (loss)

$
(154,373
)

$
100,066


$
11,206


$
(24,517
)Pro Forma InformationNet earnings (loss) per shareBasic

$
(1.79
)

$
1.16


$
0.13


$
(0.28
)Diluted

$
(1.79
)

$
1.16


$
0.13


$
(0.28
)Weighted average common shares outstandingBasic


86,141,291



86,141,291



86,141,291



86,141,291Diluted


86,141,291



86,158,791



86,158,791



86,141,291  132




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##### Table of Contents



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    Item 11.
    Executive
    Compensation   133




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##### Table of Contents



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
    and 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). 134




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##### Table of Contents



ExhibitNumber

Exhibit Title10.1**

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, certain related parties, the
    Arrangers and Administrative Agent a party 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).10.2**

Amended and Restated First Lien Pledge and Security Agreement,
    dated as of December 28, 2006, among Coffeyville Resources,
    LLC, CL JV Holdings, LLC, Coffeyville Pipeline, Inc.,
    Coffeyville Refining and Marketing, Inc., Coffeyville Nitrogen
    Fertilizers, Inc., Coffeyville Crude Transportation, Inc.,
    Coffeyville Terminal, Inc., Coffeyville Resources Pipeline, LLC,
    Coffeyville Resources Refining & Marketing, LLC,
    Coffeyville Resources Nitrogen Fertilizers, LLC, Coffeyville
    Resources Crude Transportation, LLC and Coffeyville Resources
    Terminal, LLC, as grantors, and Credit Suisse, as collateral
    agent (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**

Swap agreements with J. Aron & Company (filed as
    Exhibit 10.5 to the Companys Registration Statement
    on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.4**

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
    Texaco Development Corporation and 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).10.5**

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).10.5.1**

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).10.6*

Crude Oil Supply Agreement dated December 2, 2008 between
    Vitol Inc. and Coffeyville Resources Refining &
    Marketing, LLC.10.6.1*

First Amendment to Crude Oil Supply Agreement dated
    January 1, 2009 between Vitol Inc. and Coffeyville
    Resources Refining & Marketing, LLC.10.7**

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).10.8**

Electric Services Agreement dated January 13, 2004, between
    Coffeyville Resources Nitrogen Fertilizers, LLC and the City of
    Coffeyville, Kansas (filed as Exhibit 10.15 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.9**

Purchase, Storage and Sale Agreement for Gathered Crude, dated
    as of March 20, 2007, between J. Aron &
    Company and Coffeyville Resources Refining &
    Marketing, LLC (filed as Exhibit 10.22 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference). 135




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##### Table of Contents



ExhibitNumber

Exhibit Title10.10**

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).10.11**

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).10.12**

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).10.13**

Stock Purchase Agreement, dated as of May 15, 2005 by and
    between Coffeyville Group Holdings, LLC and Coffeyville
    Acquisition LLC (filed as Exhibit 10.23 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.13.1**

Amendment No. 1 to the Stock Purchase Agreement, dated as
    of June 24, 2005 by and between Coffeyville Group Holdings,
    LLC and Coffeyville Acquisition LLC (filed as
    Exhibit 10.23.1 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.13.2**

Amendment No. 2 to the Stock Purchase Agreement, dated as
    of July 25, 2005 by and between Coffeyville Group Holdings,
    LLC and Coffeyville Acquisition LLC (filed as
    Exhibit 10.23.2 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.14**

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).10.15**

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).10.16**

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).10.17**

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).10.17.1**

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).10.17.2**

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).10.18**

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). 136




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##### Table of Contents



ExhibitNumber

Exhibit Title10.19**

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).10.20**

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).10.21**

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).10.22**

Contribution, Conveyance and Assumption Agreement, dated as of
    October 24, 2007, by and among Coffeyville Resources, LLC,
    CVR GP, LLC, CVR Special GP, LLC, and CVR Partners, LP (filed as
    Exhibit 10.25 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.23**

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).10.24**

Amended and Restated Employment Agreement, dated as of
    January 1, 2008, by and between CVR Energy, Inc. and John
    J. Lipinski (filed as Exhibit 10.24 to the Companys
    Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10.25**

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Stanley A. Riemann (filed as Exhibit 10.25 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10.26**

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    James T. Rens (filed as Exhibit 10.26 to the Companys
    Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10.27**

Employment Agreement, dated as of October 23, 2007, by and
    between CVR Energy, Inc. and Daniel J. Daly, Jr. (filed as
    Exhibit 10.27 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10.27.1**

First Amendment to Employment Agreement, dated as of
    November 30, 2007, by and between CVR Energy, Inc. and
    Daniel J. Daly, Jr. (filed as Exhibit 10.27.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10.28**

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Robert W. Haugen (filed as Exhibit 10.28 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10.29**

CVR Energy, Inc. 2007 Long Term Incentive Plan (filed as
    Exhibit 10.13 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.29.1**

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).10.29.2**

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).10.29.3**

Form of Director Restricted Stock Agreement (filed as
    Exhibit 10.33.3 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference). 137




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##### Table of Contents



ExhibitNumber

Exhibit Title10.30**

Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan
    I), as amended (filed as Exhibit 10.3 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.31**

Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan
    II) (filed as Exhibit 10.12 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.32**

Stockholders Agreement of Coffeyville Nitrogen Fertilizer, Inc.,
    dated as of March 9, 2007, by and among Coffeyville
    Nitrogen Fertilizers, Inc., Coffeyville Acquisition LLC and John
    J. Lipinski (filed as Exhibit 10.17 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.33**

Stockholders Agreement of Coffeyville Refining &
    Marketing Holdings, Inc., dated as of August 22, 2007, by
    and among Coffeyville Refining & Marketing Holdings,
    Inc., Coffeyville Acquisition LLC and John J. Lipinski (filed as
    Exhibit 10.18 to the Companys Registration Statement
    on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.34**

Subscription Agreement, dated as of March 9, 2007, by
    Coffeyville Nitrogen Fertilizers, Inc. and John J. Lipinski
    (filed as Exhibit 10.19 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.35**

Subscription Agreement, dated as of August 22, 2007, by
    Coffeyville Refining & Marketing Holdings, Inc. and
    John J. Lipinski (filed as Exhibit 10.20 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10.36**

Amended and Restated Recapitalization Agreement, dated as of
    October 16, 2007, by and among Coffeyville Acquisition LLC,
    Coffeyville Refining & Marketing Holdings, Inc.,
    Coffeyville Refining & Marketing, Inc., Coffeyville
    Nitrogen Fertilizers, Inc. and CVR Energy, Inc. (filed as
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period September 30, 2007 and
    incorporated herein by reference).10.37**

Subscription Agreement, dated as of October 16, 2007, by
    and between CVR Energy, Inc. and John J. Lipinski (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).10.38**

Redemption Agreement, dated as of October 16, 2007, by
    and among Coffeyville Acquisition LLC and the Redeemed Parties
    signatory thereto (filed as Exhibit 10.19 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.39**

Third Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition LLC, dated as of October 16,
    2007 (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 by reference herein).10.39.1**

Amendment No. 1 to the Third Amended and Restated Limited
    Liability Company Agreement of Coffeyville Acquisition LLC,
    dated as of October 16, 2007 (filed as Exhibit 10.15
    to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.40**

First Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition II LLC, dated as of
    October 16, 2007 (filed as Exhibit 10.16 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.40.1**

Amendment No. 1 to the First Amended and Restated Limited
    Liability Company Agreement of Coffeyville Acquisition II
    LLC, dated as of October 16, 2007 (filed as
    Exhibit 10.17 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.41**

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). 138




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##### Table of Contents



ExhibitNumber

Exhibit Title10.42**

Letter Agreement, dated as of October 24, 2007, by and
    among Coffeyville Acquisition LLC, Goldman, Sachs &
    Co. and Kelso & Company, L.P. (filed as
    Exhibit 10.23 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.43*

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Kevan A. Vick.10.44*

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Wyatt E. Jernigan.10.45**

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).10.46*

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Edmund S. Gross.10.47*

Separation Agreement dated January 23, 2009 between James
    T. Rens, CVR Energy, Inc. and Coffeyville Resources, LLC.10.48*

LLC Unit Agreement dated January 23, 2009 between
    Coffeyville Acquisition, LLC, Coffeyville Acquisition II, LLC,
    Coffeyville Acquisition III, LLC and James T. Rens.10.49*

Form of Indemnification Agreement between CVR Energy, Inc. and
    each of its directors and officers.21.1**

List of Subsidiaries of CVR Energy, Inc. (filed as
    Exhibit 21.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).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.
    
    Certain portions of this exhibit have been omitted and
    separately filed with the SEC pursuant to a request for
    confidential treatment which is pending at the SEC. 139




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##### Table of Contents



SIGNATURES
    CVR Energy, Inc.
  Date: March 13, 2009

By: /s/  John
    J. LipinskiName:     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 13, 2009/s/  James
    T. RensJames
    T. Rens

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

March 13, 2009/s/  Scott
    HobbsScott
    Hobbs

Director

March 13, 2009/s/  Scott
    L. LebovitzScott
    L. Lebovitz

Director

March 13, 2009/s/  Regis
    B. LippertRegis
    B. Lippert

Director

March 13, 2009/s/  George
    E. MatelichGeorge
    E. Matelich

Director

March 13, 2009/s/  Steve
    A. NordakerSteve
    A. Nordaker

Director

March 13, 2009/s/  Stanley
    de J. OsborneStanley
    de J. Osborne

Director

March 13, 2009/s/  Kenneth
    A. PontarelliKenneth
    A. Pontarelli

Director

March 13, 2009/s/  Mark
    TomkinsMark
    Tomkins

Director

March 13, 2009  140