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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,
    2009ORo

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-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      Class

Outstanding at March 10, 2010Common Stock, par value $0.01 per share

86,329,237 shares   Documents
    Incorporated By Reference
  Document

Parts IncorporatedProxy Statement for the 2010 Annual Meeting of Stockholders to
    be held May 19, 2010

Items 9, 10, 11, 12 and 13 of Part III




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TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


16Item 1B.


Unresolved Staff Comments


37Item 2.


Properties


37Item 3.


Legal Proceedings


37PART IIItem 4.


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


38Item 5.


Selected Financial Data


40Item 6.


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


44Item 6A.


Quantitative and Qualitative Disclosures About
    Market Risk


84Item 7.


Financial Statements and Supplementary Data


87Item 8.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


139Item 8A.


Controls and Procedures


139Item 8B.


Other Information


139PART IIIItem 9.


Directors, Executive Officers and Corporate
    Governance


139Item 10.


Executive Compensation


139Item 11.


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


140Item 12.


Certain Relationships and Related Transactions,
    and Director Independence


140Item 13.


Principal Accounting Fees and Services


140PART IVItem 14.


Exhibits and Financial Statement Schedules


140EX-10.28EX-10.28.3EX-10.28.4EX-10.29EX-10.30EX-10.31EX-10.32EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   i




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GLOSSARY
    OF SELECTED TERMS
  Form 10-K.
  2-1-1 crack spread
  Ammonia
  Backwardation market
  Barrel
  Blendstocks
  bpd
  Bulk sales
  Capacity
  Catalyst
  Coker unit
  Common units
  Contango market
  Corn belt
  Crack spread
  Distillates
  Ethanol
  Farm belt
 1




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Feedstocks
  Heavy crude oil
  Independent petroleum refiner
  Light crude oil
  Magellan
  MMBtu
  Natural gas liquids
  PADD II
  Petroleum coke (Pet coke)
  Refined products
  Sour crude oil
  Spot market
  Sweet crude oil
  Throughput
  Turnaround
  UAN
  Wheat belt
  WTI
  WTS 30-32
  Yield
 2




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




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
    CALLC transferred all of its businesses to CVR Energy in
    exchange for all of CVR Energys common stock;
    CALLC was effectively split into two entities, with the Kelso
    Funds controlling CALLC and the Goldman Sachs Funds controlling
    Coffeyville Acquisition II LLC (CALLC II) and
    CVR Energys senior management receiving an equivalent
    position in each of the two entities;
    we transferred our nitrogen fertilizer business to the
    Partnership in exchange for all of the partnership interests in
    the Partnership; and
    we sold all of the interests of the managing general partner of
    the Partnership to an entity owned by our controlling
    stockholders and senior management at fair market value on the
    date of the transfer.   4




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Organizational
    Structure and Related Ownership as of December 31,
    2009
     
    *
    
    CVR GP, LLC, which we refer to as Fertilizer GP, is the managing
    general partner of CVR Partners, LP. As managing general
    partner, Fertilizer GP holds incentive distribution rights, or
    IDRs, which entitle it to receive increasing percentages of the
    Partnerships quarterly distributions if the Partnership
    increases its distributions above an amount specified in the
    limited partnership agreement. 5




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Petroleum
    Business
        
    Crude Oil Gathering System.  We own and operate
    a crude oil gathering system serving Kansas, Oklahoma, western
    Missouri, eastern Colorado and southwestern Nebraska. The system
    has field offices in Bartlesville, Oklahoma and Plainville and
    Winfield, Kansas. The system is comprised of approximately
    300 miles of feeder and trunk pipelines, 71 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 system has a gathering
    capacity in excess of 30,000 bpd. Gathered crude oil
    provides a base supply of feedstock for our refinery and serves
    as an attractive and competitive supply of crude oil.
    Phillipsburg Terminal.  We own storage and
    terminalling facilities for refined fuels and asphalt in
    Phillipsburg, Kansas. The asphalt storage and terminalling
    facilities are used to receive, store and redeliver asphalt for
    another oil company for a fee pursuant to an asphalt services
    agreement.
    Pipelines.  We own a proprietary pipeline
    system capable of transporting approximately 145,000 bpd of
    crude oil from Caney, Kansas to our refinery. Crude oils sourced
    outside of our proprietary gathering system are delivered by
    common carrier pipelines into various terminals in Cushing,
    Oklahoma, where they are blended and then delivered to Caney,
    Kansas via a pipeline owned by Plains Pipeline L.P.
    (Plains). We also own associated crude oil storage
    tanks with a capacity of approximately 1.2 million barrels
    located outside our refinery.    Feedstocks
    Supply
     6




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28-36
      Marketing
    and Distribution
    Customers
    Competition
   7




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




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




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Competition
        Seasonality
    Environmental
    Matters
    
    restrictions on operations
    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. 10




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The
    Federal Clean Air Act
  and/or 2
  and/or
  Air Emissions.
  2 x 15-month
 11




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Release
    Reporting
    Fuel
    Regulations
  Tier II, Low Sulfur Fuels.
      Mobile
    Source Air Toxic II Emissions
   12




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Renewable
    Fuel Standards
    Greenhouse
    Gas Emissions
  cap-and-trade 2
  2
  2 cap-and-trade
 13




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RCRA
  on-site
  Waste Management.
    Impacts of Past Manufacturing.
    TotalSite





Total O&M


EstimatedInvestigation


Capital


Costs


CostsFacility

Costs


Costs


Through 2013


Through 2013Coffeyville Refinery

$
0.2


$



$
0.9


$
1.1Phillipsburg Terminal


0.6







1.2



1.8Total Estimated Costs

$
0.8


$



$
2.1


$
2.9     Financial Assurance. clean-up clean-up
  Environmental
    Remediation
   14




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Safety
    and Health Matters
    Process Safety Management.
    Employees
    AFL-CIO-CLC
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
 15




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Trademarks,
    Trade Names and Service Marks
  Form 10-K
  Item 1A.
    Risk
    Factors  You should carefully consider each of the following risks
    together with the other information contained in this Report and
    all of the information set forth in our filings with the SEC. If
    any of the following risks and uncertainties develops into
    actual events, our business, financial condition or results of
    operations could be materially adversely affected.
  Risks
    Related to Our Petroleum Business
  The
    price volatility of crude oil, other feedstocks and refined
    products may have a material adverse effect on our earnings,
    profitability and cash flows.
         16




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Our
    internally generated cash flows and other sources of liquidity
    may not be adequate for our capital needs.
  week-to-week month-to-month
    If we
    are required to obtain our crude oil supply without the benefit
    of a crude oil supply agreement, our exposure to the risks
    associated with volatile crude oil prices may increase and our
    liquidity may be reduced.
    Disruption
    of our ability to obtain an adequate supply of crude oil could
    reduce our liquidity and increase our costs.
     17




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If our
    access to the pipelines on which we rely for the supply of our
    feedstock and the distribution of our products is interrupted,
    our inventory and costs may increase and we may be unable to
    efficiently distribute our products.
    Our
    petroleum business financial results are seasonal and
    generally lower in the first and fourth quarters of the year,
    which may cause volatility in the price of our common
    stock.
  and/or
  We
    face significant competition, both within and outside of our
    industry. Competitors who produce their own supply of
    feedstocks, have extensive retail outlets, make alternative
    fuels or have greater financial resources than we do may have a
    competitive advantage over us.
       18




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Changes
    in our credit profile may affect our relationship with our
    suppliers, which could have a material adverse effect on our
    liquidity and our ability to operate our refineries at full
    capacity.
    Risks
    Related to Our 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 cash flows.
    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
    nitrogen fertilizer business is cyclical and volatile.
    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.
     19




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The
    nitrogen fertilizer business faces intense competition from
    other nitrogen fertilizer producers.
    Adverse
    weather conditions during peak fertilizer application periods
    may have a material adverse effect on the results of operations,
    financial condition and the ability of the nitrogen fertilizer
    business to make cash distributions, because the agricultural
    customers of the nitrogen fertilizer business are geographically
    concentrated.
    The
    nitrogen fertilizer business is seasonal, which may result in
    our carrying significant amounts of inventory and seasonal
    variations in working capital, and the inability to predict
    future seasonal nitrogen fertilizer demand accurately may result
    in excess inventory or product shortages.
  and/or
     20




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The
    nitrogen fertilizer business results of operations,
    financial condition and cash flows may be adversely affected by
    the supply and price levels of pet coke and other essential raw
    materials.
      The
    nitrogen fertilizer business results of operations are
    highly dependent upon and fluctuate based upon business and
    economic conditions and governmental policies affecting the
    agricultural industry where our customers operate. These factors
    are outside of our control and may significantly affect our
    profitability.
    
    weather patterns and field conditions (particularly during
    periods of traditionally high nitrogen fertilizer consumption);
    quantities of nitrogen fertilizers imported to and exported from
    North America;
    current and projected grain inventories and prices, which are
    heavily influenced by U.S. exports and world-wide grain
    markets; and
    U.S. governmental policies, including farm and biofuel
    policies, which may directly or indirectly influence the number
    of acres planted, the level of grain inventories, the mix of
    crops planted or crop prices.   21




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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
    gasifiers 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 obligations could
    have a material adverse effect on our results of operations,
    financial condition and the cash flows of the nitrogen
    fertilizer business.
    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 the results of operations, financial condition
    and cash flows of the nitrogen fertilizer business. In addition,
    the costs of transporting ammonia could increase significantly
    in the future.
    and/or
   22




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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 the results of operations, financial
    condition and cash flows of the nitrogen fertilizer
    business.
        Environmental
    laws and regulations on fertilizer end-use and application could
    have a material adverse impact on fertilizer demand in the
    future.
    A
    major factor underlying the current high level of demand for the
    nitrogen fertilizer business
    nitrogen-based
    fertilizer products is the expanding production of ethanol. A
    decrease in ethanol production, an increase in ethanol imports
    or a shift away from corn as a principal raw material used to
    produce ethanol could have a material adverse effect on the
    results of operations, financial condition and cash flows of the
    nitrogen fertilizer business.
     23




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Risks
    Related to Our Entire Business
  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 and again in October 2009, 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.
     24




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sub-limits sub-limits,
      Environmental
    laws and regulations could require us to make substantial
    capital expenditures to remain in compliance or to remediate
    current or future contamination that could give rise to material
    liabilities.
  and/or
     25




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Greenhouse
    gas emissions and proposed climate change laws and regulations
    could adversely affect our performance.
   26




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cap-and-trade 2 cap-and-trade
  2
  2 cap-and-trade
  and/or cap-and-trade
  and/or
 27




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We are
    subject to strict laws and regulations regarding employee and
    process safety, and failure to comply with these laws and
    regulations could have a material adverse effect on our results
    of operations, financial condition and
    profitability.
    Both
    the petroleum and nitrogen fertilizer businesses depend on
    significant customers and the loss of one or several significant
    customers may have a material adverse impact on our results of
    operations and financial condition.
    The
    acquisition strategy of our petroleum business and the nitrogen
    fertilizer business involves significant risks.
    
    unforeseen difficulties in the acquired operations and
    disruption of the ongoing operations of our petroleum business
    and the nitrogen fertilizer business;
    failure to achieve cost savings or other financial or operating
    objectives with respect to an acquisition;
    strain on the operational and managerial controls and procedures
    of our petroleum business and the nitrogen fertilizer business,
    and the need to modify systems or to add management resources;
    difficulties in the integration and retention of customers or
    personnel and the integration and effective deployment of
    operations or technologies;
    assumption of unknown material liabilities or regulatory
    non-compliance issues; 28




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
    amortization of acquired assets, which would reduce future
    reported earnings;
    possible adverse short-term effects on our cash flows or
    operating results; and
    diversion of managements attention from the ongoing
    operations of our business.  2
    We are
    a holding company and depend upon our subsidiaries for our cash
    flow.
    Our
    significant indebtedness may affect our ability to operate our
    business, and may have a material adverse effect on our
    financial condition and results of operations.
    
    limiting our ability to obtain additional financing to fund our
    working capital needs, capital expenditures, debt service
    requirements or for other purposes;
    limiting our ability to use operating cash flow in other areas
    of our business because we must dedicate a substantial portion
    of these funds to service debt;
    limiting our ability to compete with other companies who are not
    as highly leveraged, as we may be less capable of responding to
    adverse economic and industry conditions; 29




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
    placing restrictive financial and operating covenants in the
    agreements governing our and our subsidiaries long-term
    indebtedness and bank loans, including, in the case of certain
    indebtedness of subsidiaries, certain covenants that restrict
    the ability of subsidiaries to pay dividends or make other
    distributions to us;
    exposing us to potential events of default (if not cured or
    waived) under financial and operating covenants contained in our
    or our subsidiaries debt instruments that could have a
    material adverse effect on our business, financial condition and
    operating results;
    increasing our vulnerability to a downturn in general economic
    conditions or in pricing of our products; and
    limiting our ability to react to changing market conditions in
    our industry and in our customers industries.        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.
   30




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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.
    New
    regulations concerning the transportation of hazardous
    chemicals, risks of terrorism and the security of chemical
    manufacturing facilities could result in higher operating
    costs.
    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; and
    the requirement that we have a compensation committee that is
    composed entirely of independent directors.    Compliance
    with and changes in the tax laws could adversely affect our
    performance.
   31




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Risks
    Related to Our Common Stock
  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.
        and/or
 32




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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 33




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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.  
    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.
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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 IDR Effective Date, and if the
    quarterly distributions exceed the target of $0.4313 per unit.
    Fertilizer GP may have an incentive to manage the Partnership in
    a manner which preserves or increases the possibility of these
    future cash flows rather than in a manner that preserves or
    increases current cash flows.
    The owners of Fertilizer GP, who 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. Such determinations can affect the amount of
    cash that is available for distribution and the manner in which
    the cash is distributed. 35




---



##### Table of Contents




    The partnership agreement does not restrict Fertilizer GP from
    causing the nitrogen fertilizer business to pay it or its
    affiliates for any services rendered to the Partnership or
    entering into additional contractual arrangements with any of
    these entities on behalf of the Partnership.
    Fertilizer GP determines which costs incurred by it and its
    affiliates are reimbursable by the Partnership.
    The executive officers of Fertilizer GP, and the majority of the
    directors of Fertilizer GP, also serve as our directors
    and/or
    executive officers. The executive officers who work for both us
    and Fertilizer GP, including our chief executive officer, chief
    operating officer, chief financial officer and general counsel,
    divide their time between our business and the business of the
    Partnership. These executive officers will face conflicts of
    interest from time to time in making decisions which may benefit
    either us or the Partnership.  The
    Fertilizer GP can require us to purchase 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.
     36




---



##### Table of Contents



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

Acres

Own/Lease

UseCoffeyville, KS

440

Own

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

200

Own

Terminal facilityMontgomery County, KS (Coffeyville Station)

20

Own

Crude oil storageMontgomery County, KS (Broome Station)

20

Own

Crude oil storageBartlesville, OK

25

Own

Truck storage and office buildingsWinfield, KS

5

Own

Truck storageCowley County, KS (Hooser Station)

80

Own

Crude oil storageHoldrege, NE

7

Own

Crude oil storageStockton, KS

6

Own

Crude oil storage       Item 3.
    Legal
    Proceedings   37




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##### Table of Contents



PART II
  Item 4.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    2009:

High

LowFirst Quarter

$
6.71


$
3.13Second Quarter


10.74



5.24Third Quarter


12.67



6.21Fourth Quarter


13.89



6.50   2008:

High

LowFirst Quarter

$
30.94


$
20.71Second Quarter


28.88



18.17Third Quarter


19.75



8.47Fourth Quarter


9.01



2.15   Holders
    of Record
    Dividend
    Policy
     38




---



##### Table of Contents



Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    BETWEEN OCTOBER 23, 2007 AND DECEMBER 31, 2009
    among CVR Energy, Inc., Russell 2000 Index and a peer
    group
  
    Oct 07

Dec 07

Mar 08

Jun 08

Sep 08

Dec 08

Mar 09

Jun 09

Sep 09

Dec 09CVR Energy, Inc.


100.00



123.16



113.73



95.06



42.07



19.75



27.36



36.20



61.43



33.88Russell 2000 Index


100.00



93.59



84.05



84.26



83.02



61.02



51.65



62.10



73.83



76.40Peer Group


100.00



84.02



58.83



50.99



40.49



27.68



33.43



27.26



31.52



28.34  39




---



##### Table of Contents



Equity
    Compensation Plans
    Equity Compensation Plan InformationNumber ofNumber of





SecuritiesSecurities to be





Remaining AvailableIssued Upon


Weighted-Average


for Future IssuanceExercise of


Exercise Price of


Under EquityPlan Category

Outstanding Options


Outstanding Options


Compensation PlansEquity compensation plans approved by security holders:CVR Energy, Inc. Long- Term Incentive Plan


32,350


$
19.08



7,102,644Equity compensation plans not approved by security holders:None










Total


32,350


$
19.08



7,102,644     Item 5.
    Selected
    Financial Data    233-day 174-day
  174-days
   40




---



##### Table of Contents



174-days 233-days
  Successor


PredecessorYear


233 Days


174 DaysEnded


Ended


EndedDecember 31,


December 31,


June 23,2009


2008


2007


2006


2005


2005(dollars in millions, except share data)Statements of Operations Data:Net sales

$
3,136.3


$
5,016.1


$
2,966.9


$
3,037.6


$
1,454.3


$
980.7Cost of product sold(1)


2,547.7



4,461.8



2,308.8



2,443.4



1,168.1



768.0Direct operating expenses(1)


226.0



237.5



276.1



199.0



85.3



80.9Selling, general and administrative expenses(1)


68.9



35.2



93.1



62.6



18.4



18.4Net costs associated with flood(2)


0.6



7.9



41.5











Depreciation and amortization


84.9



82.2



60.8



51.0



24.0



1.1Goodwill impairment(3)






42.8















Operating income

$
208.2


$
148.7


$
186.6


$
281.6


$
158.5


$
112.3Other income (expense), net(4)


(0.1
)


(5.9
)


0.2



(20.8
)


0.4



(8.4
)Interest expense


(44.2
)


(40.3
)


(61.1
)


(43.9
)


(25.0
)


(7.8
)Gain (loss) on derivatives, net


(65.3
)


125.3



(282.0
)


94.5



(316.1
)


(7.6
)Income (loss) before income taxes and noncontrolling interest

$
98.6


$
227.8


$
(156.3
)

$
311.4


$
(182.2
)

$
88.5Income tax (expense) benefit


(29.2
)


(63.9
)


88.5



(119.8
)


63.0



(36.1
)Noncontrolling interest










0.2











Net income (loss)(5)

$
69.4


$
163.9


$
(67.6
)

$
191.6


$
(119.2
)

$
52.4Basic earnings (loss) per share(6)

$
0.80


$
1.90


$
(0.78
)

$
2.22Diluted earnings (loss) per share(6)

$
0.80


$
1.90


$
(0.78
)

$
2.22Weighted-average common shares outstanding(6)Basic


86,248,205



86,145,543



86,141,291



86,141,291Diluted


86,342,433



86,224,209



86,141,291



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





















$
0.70Per common unit(7)





















$
0.70Management common units subject to redemption













$
3.1Common units













$
246.9Balance Sheet Data:Cash and cash equivalents

$
36.9


$
8.9


$
30.5


$
41.9


$
64.7Working capital


235.4



128.5



10.7



112.3



108.0Total assets


1,614.5



1,610.5



1,868.4



1,449.5



1,221.5Total debt, including current portion


491.3



495.9



500.8



775.0



499.4Noncontrolling interest(8)


10.6



10.6



10.6



4.3



Total CVR stockholders equity/members equity


653.8



579.5



432.7



76.4



115.8Cash Flow Data:Net cash flow provided by (used in):Operating activities


85.3



83.2



145.9



186.6



82.5



12.7Investing activities


(48.3
)


(86.5
)


(268.6
)


(240.2
)


(730.3
)


(12.3
)Financing activities


(9.0
)


(18.3
)


111.3



30.8



712.5



(52.4
)Other Financial Data:Capital expenditures for property, plant and equipment


48.8



86.5



268.6



240.2



45.2



12.3Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap(9)


94.1



11.2



(5.6
)


115.4



23.6



52.4     (1)
    
    Amounts are shown exclusive of depreciation and amortization. 41




---



##### Table of Contents



(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, 2009, 2008, 2007 and
    2006 and the
    174-days
    ended June 23, 2005, we recognized a loss of
    $2.1 million, $10.0 million, $1.3 million,
    $23.4 million and $8.1 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 (in millions):  Successor


PredecessorYear


233 Days


174 DaysEnded


Ended


EndedDecember 31,


December 31


June 23,2009


2008


2007


2006


2005


2005Loss on extinguishment of debt(a)

$
2.1


$
10.0


$
1.3


$
23.4


$



$
8.1Inventory fair market value adjustment(b)


















16.6



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


13.4



7.4



1.8







2.3



Major scheduled turnaround expense(d)






3.3



76.4



6.6







Loss on termination of swap(e)


















25.0



Unrealized (gain) loss from Cash Flow Swap


40.9



(253.2
)


103.2



(126.8
)


235.9



Share-based compensation(f)


8.8



(42.5
)


44.1



16.9



1.1



4.0Goodwill impairment(g)






42.8















     (a)
    Represents the write-off of: (1) $2.1 million of
    deferred financing costs in connection with the reduction,
    effective June 1, 2009, and eventual termination of the
    funded letter of credit facility on October 15, 2009;
    (2) $10.0 million of deferred financing costs in
    connection with the second amendment to our credit facility on
    December 22, 2008; (3) $1.3 million of deferred
    financing costs in connection with the repayment and termination
    of three credit facilities on October 26, 2007;
    (4) $23.4 million in connection with the refinancing
    of our senior secured credit facility on December 28, 2006;
    and (5) $8.1 million of deferred financing costs in
    connection with the refinancing of our senior secured credit
    facility on June 23, 2005.  (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 the time of the Acquisition, June 24, 2005.  (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 and other letters of credit outstanding. CRLLC
    reduced the funded letter of credit facility from
    $150.0 million to $60.0 million, effective
    June 1, 2009. As a result of the termination of the Cash
    Flow Swap effective October 8, 2009, the CRLLC was able to
    terminate the remaining $60.0 million funded letter of
    credit facility effective October 15, 2009. 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. 42




---



##### Table of Contents



(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.(7)
    
    Historical dividends per unit for the
    174-day
    period ended June 23, 2005 is calculated on the ownership
    structure of the Predecessor.(8)
    
    Noncontrolling interest at December 31, 2006 reflects
    common stock in two of our subsidiaries owned by our Chief
    Executive Officer (which were exchanged for shares of our common
    stock with an equivalent value prior to the consummation of our
    initial public offering). The noncontrolling interest at
    December 31, 2009, 2008 and 2007 reflects CAIIIs
    ownership of the managing general partner interest and the IDRs
    of the Partnership. In our 2008 and 2007 Annual Report on
    Form 10-K,
    our noncontrolling interest was previously referred to as
    minority interest. As a result of the adoption of
    Financial Accounting Standards Board (FASB)
    Accounting Standards Codification (ASC) ASC
    810  Consolidation, the term minority
    interest has been updated accordingly for all periods
    presented.(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 Acquisition. On
    June 16, 2005, CALLC entered into the Cash Flow Swap with
    J. Aron & Company (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 Cash Flow Swap 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 fell below the fixed level, J. Aron agreed to pay the
    difference to us, and if absolute crack spreads rose above the
    fixed level, we agreed to pay the difference to J. Aron. On
    October 8, 2009, the Cash Flow Swap was terminated and all
    remaining obligations were settled in advance of the original
    expiration date of June 30, 2010.We determined that the Cash Flow Swap did not qualify as a hedge
    for hedge accounting treatment under current U.S. generally
    accepted accounting principles (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 increased, we were 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 declined, we were 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 in evaluating our business. Our
    presentation of this non-GAAP measure may not be comparable to
    similarly titled measures of other 43




---



##### Table of Contents



companies. We believe that net income (loss) adjusted for
    unrealized gain or loss from Cash Flow Swap is important to
    enable investors to better understand and evaluate our ongoing
    operating results and allow for greater transparency in the
    review of our overall business, financial, operational and
    economic performance.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):  Successor


PredecessorYear


233 Days


174 DaysEnded


Ended


EndedDecember 31,


December 31,


June 23,2009


2008


2007


2006


2005


2005Net income (loss) adjusted for unrealized gain (loss) from Cash
    Flow Swap

$
94.1


$
11.2


$
(5.6
)

$
115.4


$
23.6


$
52.4Plus:Unrealized gain (loss) from Cash Flow Swap, net of tax effect


(24.7
)


152.7



(62.0
)


76.2



(142.8
)


Net income (loss)

$
69.4


$
163.9


$
(67.6
)

$
191.6


$
(119.2
)

$
52.4   Item 6.
    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.     44




---



##### Table of Contents



Overview
    and Executive Summary
      Petroleum business.
    time-to-time
  Nitrogen fertilizer business. ton-per-day ton-per-day
   45




---



##### Table of Contents



CVRs
    Shelf Registration Statement
  Form S-3,
  Major
    Influences on Results of Operations
  Petroleum
    Business
  first-in,
     46




---



##### Table of Contents



47




---



##### Table of Contents



Nitrogen
    Fertilizer Business
               48




---



##### Table of Contents



13-15 days
  Agreements
    Between CVR Energy and the Partnership
       49




---



##### Table of Contents



20-year
  Factors
    Affecting Comparability
    2007
    Flood and Crude Oil Discharge
        Refinancing
    and Prior Indebtedness
     50




---



##### Table of Contents



J.
    Aron Deferrals
    Goodwill
    Impairment Charges
    2008
    and 2007 Turnarounds
   51




---



##### Table of Contents



Cash
    Flow Swap
  Derivatives and Hedging
    Share-Based
    Compensation
  Compensation  Stock
    Compensation,
    Consolidation
    of Nitrogen Fertilizer Limited Partnership
   52




---



##### Table of Contents



810-10, Consolidation  Variable Interest Entities 810-10).
  810-10,
        
    a sale of some or all of our partnership interests to an
    unrelated party;
    a sale of the managing general partner interest to a third party;
    the issuance by the Partnership of partnership interests to
    parties other than us or our related parties; and
    the acquisition by us of additional partnership interests
    (either new interests issued by the Partnership or interests
    acquired from unrelated interest holders).    Industry
    Factors
  Petroleum
    Business
     53




---



##### Table of Contents



Nitrogen
    Fertilizer Business
            Results
    of Operations
    Consolidated
    Results of Operations
   54




---



##### Table of Contents



Year Ended December 31,Consolidated Financial Results

2009


2008


2007(in millions)Net sales

$
3,136.3


$
5,016.1


$
2,966.9Cost of product sold (exclusive of depreciation and amortization)


2,547.7



4,461.8



2,308.8Direct operating expenses (exclusive of depreciation and
    amortization)


226.0



237.5



276.1Selling, general and administrative expense (exclusive of
    depreciation and amortization)


68.9



35.2



93.1Net costs associated with flood(1)


0.6



7.9



41.5Depreciation and amortization(2)


84.9



82.2



60.8Goodwill impairment(3)






42.8



Operating income

$
208.2


$
148.7


$
186.6Net income (loss)(4)


69.4



163.9



(67.6
)Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap(5)


94.1



11.2



(5.6
)     (1)
    
    Represents the costs associated with the June/July 2007 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

2009


2008


2007(in millions)Depreciation and amortization excluded from cost of product sold

$
2.9


$
2.5


$
2.4Depreciation and amortization excluded from direct operating
    expenses


80.0



78.0



57.4Depreciation and amortization excluded from selling, general and
    administrative expense


2.0



1.7



1.0Depreciation included in net costs associated with flood










7.6Total depreciation and amortization

$
84.9


$
82.2


$
68.4   (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 55




---



##### Table of Contents



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

2009


2008


2007(in millions)Loss on extinguishment of debt(a)

$
2.1


$
10.0


$
1.3Letter of credit expense & interest rate swap not
    included in interest expense(b)


13.4



7.4



1.8Major scheduled turnaround expense(c)






3.3



76.4Unrealized (gain) loss from Cash Flow Swap


40.9



(253.2
)


103.2Share-based compensation expense(d)


8.8



(42.5
)


44.1Goodwill impairment(e)






42.8



     (a)
    
    For 2009, the $2.1 million loss on extinguishment of debt
    represents the write-off of deferred financing costs associated
    with the reduction of the funded letter of credit facility of
    $150.0 million to $60.0 million, effective
    June 1, 2009, issued in support of the Cash Flow Swap and
    as a result of the termination of the Cash Flow Swap on
    October 8, 2009, the Company was able to terminate the
    remaining $60.0 million funded letter of credit facility
    effective October 15, 2009. For 2008, 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. For 2007, the write-off of
    $1.3 million in connection with the repayment and
    termination of three credit facilities on October 26, 2007.(b)
    
    Consists of fees which are expensed to selling, general and
    administrative expense in connection with the funded letter of
    credit facility issued in support of the Cash Flow Swap and
    other letters of credit outstanding. 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. As noted
    above, the Cash Flow Swap was terminated effective
    October 8, 2009 and the related funded letter of credit
    facility was terminated effective October 15, 2009.(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 Acquisition. On
    June 16, 2005, Coffeyville Acquisition 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 Coffeyville Acquisition to Coffeyville
    Resources on June 24, 2005. The Cash Flow Swap 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 fell below the fixed level, J. Aron agreed to pay the
    difference to us, and if absolute crack spreads rose above the
    fixed level, we agreed to pay the difference to J. Aron. On
    October 8, 2009, the Cash Flow Swap was terminated and all
    remaining obligations were settled in advance of the original
    expiration date of June 30, 2010.We determined that the Cash Flow Swap did not qualify as a hedge
    for hedge accounting treatment under current U.S. 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, 56




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##### Table of Contents



as applicable. As absolute crack spreads increased, we were
    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 declined, we
    were 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 an 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 in evaluating our business. Our
    presentation of this non-GAAP measure may not be comparable to
    similarly titled measures of other companies. We believe that
    net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap is important to enable investors to better understand
    and evaluate our ongoing operating results and allow for greater
    transparency in the review of our overall business, financial,
    operational and economic performance.    Year Ended December 31,Consolidated Financial Results

2009


2008


2007(in millions)Net Income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap

$
94.1


$
11.2


$
(5.6
)Plus:Unrealized gain or (loss) from Cash Flow Swap, net of taxes


(24.7
)


152.7



(62.0
)Net income (loss)

$
69.4


$
163.9


$
(67.6
)   Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008 (Consolidated)
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization. year-over-year
 57




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##### Table of Contents



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.
  Interest Expense.
 58




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##### Table of Contents



year-over-year
  Gain (Loss) on Derivatives, Net.
  Provision for Income Taxes.
  Net Income (Loss).
  Year
    Ended December 31, 2008 Compared to the Year Ended
    December 31, 2007 (Consolidated)
  Net Sales.
  Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
 59




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##### Table of Contents



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.
  Interest Expense.
  Gain (Loss) on Derivatives, Net.
 60




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##### Table of Contents



mark-to-market mark-to-market
  Provision for Income Taxes.
  Noncontrolling Interest.
  Net Income (Loss).
  Petroleum
    Business Results of Operations
   61




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##### Table of Contents



Year Ended December 31,2009


2008


2007(in millions)Petroleum Business Financial ResultsNet sales

$
2,934.9


$
4,774.3


$
2,806.2Cost of product sold (exclusive of depreciation and amortization)


2,514.3



4,449.4



2,300.2Direct operating expenses (exclusive of depreciation and
    amortization)(1)


141.6



151.4



209.5Net costs associated with flood


0.6



6.4



36.7Depreciation and amortization


64.4



62.7



43.0Gross profit(1)

$
214.0


$
104.4


$
216.8Plus direct operating expenses (exclusive of depreciation and
    amortization)


141.6



151.4



209.5Plus net costs associated with flood


0.6



6.4



36.7Plus depreciation and amortization


64.4



62.7



43.0Refining margin(2)

$
420.6


$
324.9


$
506.0Goodwill impairment(3)

$



$
42.8


$
Operating income

$
170.2


$
31.9


$
144.9   Year Ended December 31,2009

2008

2007(dollars per barrel)Key Operating StatisticsRefining margin (per crude oil throughput barrel)(1)

$
10.65


$
8.39


$
18.17Gross profit(1)


5.42



2.69



7.79Direct operating expenses (exclusive of depreciation and
    amortization)


3.58



3.91



7.52   62




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##### Table of Contents



Year Ended December 31,2009


2008


2007%





%





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


82,598



68.7



77,315



65.7



54,509



66.4Light/medium sour


15,602



13.0



16,795



14.3



14,580



17.8Heavy sour


10,026



8.3



11,727



10.0



7,228



8.8Total crude oil throughput


108,226



90.0



105,837



90.0



76,317



93.0All other feedstocks and blendstocks


12,013



10.0



11,882



10.0



5,748



7.0Total throughput


120,239



100.0



117,719



100.0



82,065



100.0Production:Gasoline


62,309



51.6



56,852



48.0



37,017



44.9Distillate


46,909



38.8



48,257



40.7



34,814



42.3Other (excluding internally produced fuel)


11,549



9.6



13,422



11.3



10,551



12.8Total refining production (excluding internally produced fuel)


120,767



100.0



118,531



100.0



82,382



100.0Product price (dollars per gallon):Gasoline





$
1.68






$
2.50






$
2.20Distillate





$
1.68






$
3.00






$
2.28Market Indicators (dollars per barrel)West Texas Intermediate (WTI) NYMEX





$
62.09






$
99.75






$
72.36Crude Oil Differentials:WTI less WTS (light/medium sour)






1.70







3.44







5.16WTI less WCS (heavy sour)






7.82







18.72







22.94NYMEX Crack Spreads:Gasoline






9.05







4.76







14.61Heating Oil






8.03







20.25







13.29NYMEX 2-1-1 Crack Spread






8.54







12.50







13.95PADD II Group 3 Basis:Gasoline






(1.25
)






0.12







3.56Ultra Low Sulfur Diesel






0.03







4.22







7.95PADD II Group 3 Product Crack:Gasoline






7.81







4.88







18.18Ultra Low Sulfur Diesel






8.06







24.47







21.24PADD II Group 3 2-1-1






7.93







14.68







19.71     (1)
    
    In order to derive the gross profit per crude oil throughput
    barrel, we utilize the total dollar figures for gross profit as
    derived above and divide by the applicable number of crude oil
    throughput barrels for the period. In order to derive the direct
    operating expenses per crude oil throughput barrel, we utilize
    the total direct operating expenses, which does not include
    depreciation or amortization expense, and divide by the
    applicable number of crude oil throughput barrels for the period.(2)
    
    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 63




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##### Table of Contents



our cost of product sold that we are able to sell refined
    products. Each of the components used in this calculation (net
    sales and cost of product sold (exclusive of depreciation and
    amortization)) is taken directly from our Statements of
    Operations. Our calculation of refining margin may differ from
    similar calculations of other companies in our industry, thereby
    limiting its usefulness as a comparative measure. In order to
    derive the refining margin per crude oil throughput barrel, we
    utilize the total dollar figures for refining margin as derived
    above and divide by the applicable number of crude oil
    throughput barrels for the period. We believe that refining
    margin and refining margin per crude oil throughput barrel is
    important to enable investors to better understand and evaluate
    our ongoing operating results and for greater transparency in
    the review of our overall business, financial, operational and
    economic financial performance.(3)
    
    Upon applying the goodwill impairment testing criteria under
    existing accounting rules during the fourth quarter of 2008, we
    determined that the goodwill of the petroleum business was
    impaired, which resulted in a goodwill impairment loss of
    $42.8 million in the fourth quarter. This goodwill
    impairment is included in the petroleum business operating
    income but is excluded in the refining margin and the refining
    margin per crude oil throughput barrel.  Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008 (Petroleum Business)
  Net Sales. 14-day 26-day
  Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
   64




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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.
  Year
    Ended December 31, 2008 Compared to the Year Ended
    December 31, 2007 (Petroleum Business)
  Net Sales.
 65




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##### Table of Contents



19-day
  Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
    Direct Operating Expenses (Exclusive of Depreciation and
    Amortization).
  Net Costs Associated with
    Flood.
 66




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##### Table of Contents



Depreciation and
    Amortization.
  Goodwill Impairment.
  Operating Income.
  Nitrogen
    Fertilizer Business Results of Operations
    Year Ended December 31,Nitrogen Fertilizer Business Financial Results

2009

2008

2007(in millions)Net sales

$
208.4


$
263.0


$
165.9Cost of product sold (exclusive of depreciation and amortization)


42.2



32.6



13.0Direct operating expenses (exclusive of depreciation and
    amortization)


84.5



86.1



66.7Net costs associated with flood










2.4Depreciation and amortization


18.7



18.0



16.8Operating income


48.9



116.8



46.6   Year Ended December 31,Key Operating Statistics

2009


2008


2007Production (thousand tons):Ammonia (gross produced)(1)


435.2



359.1



326.7Ammonia (net available for sale)(1)


156.6



112.5



91.8UAN


677.7



599.2



576.9Pet coke consumed (thousand tons)


483.5



451.9



449.8Pet coke (cost per ton)

$
27


$
31


$
30Sales (thousand tons)(2):Ammonia


159.9



99.4



92.1UAN


686.0



594.2



555.4Total sales


845.9



693.6



647.5 67




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##### Table of Contents



Year Ended December 31,Key Operating Statistics

2009


2008


2007Product pricing (plant gate) (dollars per ton)(2):Ammonia

$
314


$
557


$
376UAN

$
198


$
303


$
211On-stream factor(3):Gasification


97.4
%


87.8
%


90.0
%Ammonia


96.5
%


86.2
%


87.7
%UAN


94.1
%


83.4
%


78.7
%Reconciliation to net sales (dollars in millions):Freight in revenue

$
21.3


$
18.9


$
13.9Hydrogen revenue


0.8



9.0



Sales net plant gate


186.3



235.1



152.0Total net sales

$
208.4


$
263.0


$
165.9   Year Ended December 31,Market Indicators

2009


2008


2007Natural gas NYMEX (dollars per MMBtu)

$
4.16


$
8.91


$
7.12Ammonia  Southern Plains (dollars per ton)

$
306


$
707


$
409UAN  Mid Cornbelt (dollars per ton)

$
218


$
422


$
288     (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 costs
    and hydrogen revenue divided by product sales volume in tons in
    the reporting period. Plant gate pricing per ton is shown in
    order to provide a pricing measure that is comparable across the
    fertilizer industry.(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 2009 adjusted for
    the Linde air separation unit outage would have been 99.3% for
    gasifier, 98.4% for ammonia and 96.1% for UAN, (ii) 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,
    and (iii) 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.  Year
    Ended December 31, 2009 compared to the Year Ended
    December 31, 2008 (Nitrogen Fertilizer
    Business)
  Net Sales.
   68




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##### Table of Contents



Cost of Product Sold (Exclusive of Depreciation and
    Amortization).
  Direct Operating Expenses (Exclusive of Depreciation and
    Amortization).
  Depreciation and Amortization.
  Operating Income.
  Year
    Ended December 31, 2008 compared to the Year Ended
    December 31, 2007 (Nitrogen Fertilizer
    Business)
  Net Sales.
   69




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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.
  Depreciation and Amortization.
  Operating Income.
 70




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##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Balance and Other Liquidity
      Credit
    Facility
      sub-limit.
 71




---



##### Table of Contents




    Tranche D term loans and revolving credit loans each bear
    interest at either (a) the greater of the prime rate and
    the federal funds effective rate plus 0.5%, plus in either case
    the interest-rate margin (as discussed below) or, at the
    borrowers option, (b) LIBOR plus the interest-rate
    margin.
    Revolving credit lenders each receive commitment fees equal to
    the amount of undrawn revolving credit loans, multiplied by 0.5%
    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.        
    Permitted CRLLC to terminate the Cash Flow Swap with J. Aron and
    to return to the lenders $60.0 million of funded letter of
    credit deposits in connection therewith. CRLLC terminated the
    funded letter of credit facility effective October 15, 2009.
    Enables CRLLC and subsidiaries of CVR, which are parties to the
    credit agreement, to pay up to $20 million in dividends
    during any fiscal year to CVR (which is not a party to the
    credit agreement) to allow CVR to make interest payments on any
    indebtedness it may incur, subject to certain conditions.
    Requires that 35% of net proceeds obtained through indebtedness
    issued by CVR Energy, Inc. be used to prepay the tranche D
    term loans.
    Requires CRLLC to pay a premium on certain voluntary prepayments
    and mandatory prepayments of the term loans in an amount equal
    to (a) 2.00% for the
    1-year
    period after the effective date of the third amendment and
    (b) 1.00% for the period beginning at the end of such
    1-year
    period and ending on the second anniversary of the effective
    date of the third amendment. 72




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##### Table of Contents




    Reduces the percentage of consolidated excess cash flow that has
    to be used to prepay loans from 100% to 75%. As such, 75% of
    consolidated excess cash flow less 100% of voluntary prepayments
    made during the fiscal year must be used to prepay outstanding
    loans (excluding repayments of revolving or swing line loans).
    Extends the application of the FIFO adjustment obtained in
    connection with the second amendment through the remaining term
    of the credit facility at a reduced level of 75%.
    Provides greater flexibility with respect to the financial
    covenants by adjusting the leverage ratio and interest coverage
    ratio to 2.75:1.00 and 3.00:1.00, respectively, through the
    remaining term of the credit facility.
    Increases the interest-rate margin applicable to the loans by
    0.50% if CRLLCs credit rating drops to the equivalent of a
    CCC+ or worse.
    Amends the definition of Change of Control.         73




---



##### Table of Contents



Minimum

MaximumInterest

LeverageFiscal Quarter Ending

Coverage Ratio

RatioDecember 31, 2009 and thereafter


3.00:1.00



2.75:1.00      74




---



##### Table of Contents



Year Ended December 31,Consolidated Financial Results

2009


2008(2)


2007(2)(in millions)CVR net income (loss)

$
69.4


$
163.9


$
(67.6
)Plus:Selling, general and administrative at CVR


13.9



4.0



1.8Interest expense










0.6Loss on extinguishment of debt










0.7Income tax expense (benefit)


29.2



63.9



(88.5
)Non-cash compensation expense for equity awards


1.8



(6.7
)


Unusual or nonrecurring charges






2.2



Interest income






(0.1
)


Noncontrolling interest










(0.2
)CRLLC consolidated net income (loss)


114.3



227.2



(153.2
)Plus:Depreciation and amortization


84.9



82.2



68.4Interest expense


44.2



40.3



60.5Loss on extinguishment of debt


2.1



10.0



0.6Letters of credit expenses and interest rate swap not included
    in interest expense


13.4



7.4



1.8Major scheduled turnaround expense






3.3



76.4Unrealized (gain) or loss on derivatives, net


37.8



(247.9
)


113.5Non-cash compensation expense for equity awards


3.3



(10.5
)


25.0(Gain) or loss on disposition of fixed assets






5.8



1.3Unusual or nonrecurring charges


2.7



10.3



Property tax  increases due to expiration of abatement


10.9



11.6



FIFO impact (favorable) unfavorable(1)


(50.9
)


102.5



Management fees










11.7Goodwill impairment






42.8



CRLLC consolidated adjusted EBITDA(2)

$
262.7


$
285.0


$
206.0     (1)
    
    The second 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 applied for the year ending December 31,
    2008 and applied through the quarter ending September 30,
    2009. The third amendment to the credit facility entered into on
    October 2, 2009 permits CRLLC to continue to incorporate
    the FIFO adjustment at a reduced level of 75% into its financial
    covenant calculations through the remaining term of the credit
    facility.(2)
    
    The 2008 and 2007 adjusted EBITDA amounts have been updated to
    incorporate the reconciliation of CVR consolidated net income
    (loss) to CRLLC consolidated net income (loss), for purposes of
    comparability to the 2009 CRLLC consolidated adjusted EBITDA.   75




---



##### Table of Contents



Payment
    Deferrals Related to Cash Flow Swap
      Capital
    Spending
  and/or
 76




---



##### Table of Contents



Year Ended December 31,2009 Actual


2010 BudgetPetroleum Business:Environmental, safety and other

$
2.3


$
15.4Ultra low sulfur gasoline (Tier II)


21.2



22.0Sustaining


10.5



15.3Petroleum business total capital excluding turnaround
    expenditures


34.0



52.7Nitrogen Business:Environmental, safety and other


0.9



1.1Sustaining


12.5



12.8Nitrogen business total capital excluding turnaround expenditures


13.4



13.9Corporate:


1.4



1.8Total capital spending

$
48.8


$
68.4       and/or
  Cash
    Flows
    Year Ended December 31,2009


2008


2007(in millions)Net cash provided by (used in)Operating activities

$
85.3


$
83.2


$
145.9Investing activities


(48.3
)


(86.5
)


(268.6
)Financing activities


(9.0
)


(18.3
)


111.3Net increase (decrease) in cash and cash equivalents

$
28.0


$
(21.6
)

$
(11.4
)   Cash
    Flows Provided by Operating Activities
   77




---



##### Table of Contents



78




---



##### Table of Contents



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


2010


2011


2012


2013


2014


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

$
479.5


$
4.8


$
4.7


$
4.7


$
465.3


$



$
Operating leases(2)


21.6



5.4



5.4



5.0



2.6



1.9



1.3Capital lease obligation(3)


4.4



4.4



















Unconditional purchase obligations(4)(5)


300.5



32.1



30.5



27.7



27.8



27.8



154.6Environmental liabilities(6)


5.8



2.2



0.4



0.4



0.3



0.4



2.1Interest payments(7)


148.5



41.1



40.6



40.4



26.4







Total

$
960.3


$
90.0


$
81.6


$
78.2


$
522.4


$
30.1


$
158.0Other Commercial CommitmentsStandby letters of credit(8)

$
63.8


$



$



$



$



$



$
  79




---



##### Table of Contents



(1)
    
    Long-term debt amortization is based on the contractual terms of
    our credit facility and assumes no additional borrowings under
    our revolving credit facility. We may be required to amend our
    credit facility in connection with an offering by the
    Partnership. As of December 31, 2009, $479.5 million
    was outstanding under our credit facility. See
     Liquidity and Capital Resources
     Credit Facility. In January 2010, we made a
    voluntary unscheduled principal payment of $20.0 million on
    our tranche D term loans. In addition, we made a second
    voluntary unscheduled principal payment of $5.0 million in
    February 2010. Our outstanding term loan balance as of
    March 8, 2010 was $453.3 million.(2)
    
    The nitrogen fertilizer business leases various facilities and
    equipment, primarily railcars, under non-cancelable operating
    leases for various periods.(3)
    
    This amount represents a capital lease for real property used
    for corporate purposes.(4)
    
    The amount includes (a) commitments under several
    agreements in our petroleum operations related to pipeline
    usage, petroleum products storage and petroleum transportation
    and (b) commitments under an electric supply agreement with
    the city of Coffeyville.(5)
    
    This amount excludes approximately $510.0 million
    potentially payable under petroleum transportation service
    agreements with TransCanada, pursuant to which CRRM would
    receive transportation of at least 25,000 barrels per day
    of crude oil with a delivery point at Cushing, Oklahoma for a
    term of 10 years on a new pipeline system being constructed
    by TransCanada. This $510.0 million would be payable
    ratably over the 10 year service period under the
    agreements, such period to begin upon commencement of services
    under the new pipeline system. Based on information currently
    available to us, we believe commencement of services would begin
    in the first quarter of 2011. The Company filed a Statement of
    Claim in the Court of the Queens Bench of Alberta,
    Judicial District of Calgary, on September 15, 2009, to
    dispute the validity of the petroleum transportation service
    agreements. The Company cannot provide any assurance that the
    petroleum transportation service agreements will be found to be
    invalid.(6)
    
    Environmental liabilities represents (a) our estimated
    payments required by federal and/or state environmental agencies
    related to closure of hazardous waste management units at our
    sites in Coffeyville and Phillipsburg, Kansas and (b) our
    estimated remaining costs to address environmental contamination
    resulting from a reported release of UAN in 2005 pursuant to the
    State of Kansas Voluntary Cleaning and Redevelopment Program. We
    also have other environmental liabilities which are not
    contractual obligations but which would be necessary for our
    continued operations. See Business 
    Environmental Matters.(7)
    
    Interest payments are based on interest rates in effect at
    December 31, 2009 and assume contractual amortization
    payments.(8)
    
    Standby letters of credit include $0.2 million of letters
    of credit issued in connection with environmental liabilities,
    $30.6 million in letters of credit to secure transportation
    services for crude oil, $5.0 million standby letter of
    credit issued in support of the Interest Rate Swap and
    $28.0 million standby letter of credit issued in support of
    the purchase of feedstocks.   80




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Standards
  The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles
           81




---



##### Table of Contents



Critical
    Accounting Policies
    Goodwill
  Intangibles  Goodwill and
    Other
     82




---



##### 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 rate used was 13.4% representing the estimated
    weighted-average costs of capital, which reflects the overall
    level of inherent risk involved in each reporting unit and the
    rate of return an outside investor would expect to earn.
    Market-Based Approach:  To determine the fair
    value of each reporting unit, we also utilized a market based
    approach. We used the guideline company method, which focuses on
    comparing our risk profile and growth prospects to select
    reasonably similar publicly traded companies.    Long-Lived
    Assets
  Property, Plant and
    Equipment  Impairment or Disposal of Long-Lived
  Derivative
    Instruments and Fair Value of Financial
    Instruments
  Derivatives and Hedging
  Share-Based
    Compensation
  Compensation  Stock
 83




---



##### Table of Contents



Income
    Taxes
  Income Taxes
  Item 6A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Commodity
    Price Risk
     84




---



##### 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. over-the-counter
      
    From time to time, our petroleum segment also holds various
    NYMEX positions through a third-party clearing house. At
    December 31, 2009, we were short 525 WTI crude oil
    contracts and short 20 unleaded gasoline contracts. At
    December 31, 2009, our account balance maintained at the
    third-party 85




---



##### Table of Contents



clearing house totaled approximately $7.7 million, of which
    $2.7 million is reflected on the Consolidated Balance
    Sheets in cash and cash equivalents and $5.0 million is
    reflected in other current assets. Our NYMEX positions were in
    an unrealized loss position of approximately $1.8 million
    as of December 31, 2009. This unrealized loss is reflected
    in the Consolidated Statement of Operations for the year ended
    December 31, 2009 and in other current liabilities in our
    Consolidated Balance Sheet at December 31, 2009. NYMEX
    transactions conducted throughout 2009 resulted in realized
    losses of approximately $6.6 million.  Interest
    Rate Risk
      Effective

Termination

FixedNotional Amount

Date

Date

Rate$180.0 million


March 31, 2009



March 30, 2010



4.195
%$110.0 million


March 31, 2010



June 29, 2010



4.195
%    86




---



##### 



Item 7.
    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


88Report of Independent Registered Public
    Accounting Firm  Internal Control Over Financial
    Reporting


89Consolidated Balance Sheets at December 31,
    2009 and 2008


90Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


91Consolidated Statements of Changes in
    Equity/Members Equity for the years ended
    December 31, 2009, 2008 and 2007


92Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


94Notes to Consolidated Financial Statements


95   87




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           Internal Control  Integrated Framework
  KPMG
    LLP
     88




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework Managements Report On Internal Control
    Over Financial Reporting
        Internal Control  Integrated Framework
     KPMG
    LLP
      89




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2009


2008(in thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
36,905


$
8,923Restricted cash






34,560Accounts receivable, net of allowance for doubtful accounts of
    $4,772 and $4,128, respectively


45,729



33,316Inventories


274,838



148,424Prepaid expenses and other current assets


26,141



37,583Receivable from swap counterparty






32,630Insurance receivable






11,756Income tax receivable


20,858



40,854Deferred income taxes


21,505



25,365Total current assets


425,976



373,411Property, plant, and equipment, net of accumulated depreciation


1,137,910



1,178,965Intangible assets, net


377



410Goodwill


40,969



40,969Deferred financing costs, net


3,485



3,883Receivable from swap counterparty






5,632Insurance receivable


1,000



1,000Other long-term assets


4,777



6,213Total assets

$
1,614,494


$
1,610,483LIABILITIES AND EQUITYCurrent liabilities:Current portion of long-term debt

$
4,777


$
4,825Note payable and capital lease obligations


11,774



11,543Payable to swap counterparty






62,375Accounts payable


106,471



105,861Personnel accruals


14,916



10,350Accrued taxes other than income taxes


15,904



13,841Deferred revenue


10,289



5,748Other current liabilities


26,493



30,366Total current liabilities


190,624



244,909Long-term liabilities:Long-term debt, net of current portion


474,726



479,503Accrued environmental liabilities, net of current portion


2,828



4,240Deferred income taxes


278,008



289,150Other long-term liabilities


3,893



2,614Total long-term liabilities


759,455



775,507Commitments and contingenciesEquity:CVR stockholders equity:Common stock $0.01 par value per share,
    350,000,000 shares authorized, 86,344,508 and
    86,243,745 shares issued, respectively


863



862Additional
    paid-in-capital


446,263



441,170Retained earnings


206,789



137,435Treasury stock, 15,271 and 0 shares, respectively at cost


(100
)


Total CVR stockholders equity


653,815



579,467Noncontrolling interest


10,600



10,600Total equity


664,415



590,067Total liabilities and equity

$
1,614,494


$
1,610,483    90




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(in thousands, except share data)Net sales

$
3,136,329


$
5,016,103


$
2,966,864Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


2,547,695



4,461,808



2,308,740Direct operating expenses (exclusive of depreciation and
    amortization)


226,043



237,469



276,137Selling, general and administrative expenses (exclusive of
    depreciation and amortization)


68,918



35,239



93,122Net costs associated with flood


614



7,863



41,523Depreciation and amortization


84,873



82,177



60,779Goodwill impairment






42,806



Total operating costs and expenses


2,928,143



4,867,362



2,780,301Operating income


208,186



148,741



186,563Other income (expense):Interest expense and other financing costs


(44,237
)


(40,313
)


(61,126
)Interest income


1,717



2,695



1,100Gain (loss) on derivatives, net


(65,286
)


125,346



(281,978
)Loss on extinguishment of debt


(2,101
)


(9,978
)


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


310



1,355



356Total other income (expense)


(109,597
)


79,105



(342,906
)Income (loss) before income taxes and noncontrolling interest


98,589



227,846



(156,343
)Income tax expense (benefit)


29,235



63,911



(88,515
)Noncontrolling interest










210Net income (loss)

$
69,354


$
163,935


$
(67,618
)Basic earnings per share

$
0.80


$
1.90Diluted earnings per share

$
0.80


$
1.90Weighted-average common shares outstanding:Basic


86,248,205



86,145,543Diluted


86,342,433



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









$
(0.78
)Diluted earnings (loss) per share









$
(0.78
)Weighted-average common shares outstanding:Basic










86,141,291Diluted










86,141,291    91




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CHANGES IN
 EQUITY/MEMBERS
    EQUITY
  Management VotingCommon UnitsSubject to Redemption


TotalUnits


Dollars


Dollars(in thousands, except unit/share data)Balance 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





$



$
   Management


ManagementNonvoting Override


Nonvoting Override


TotalVoting Common Units


Operating Units


Value Units


Members


Noncontrolling


TotalUnits


Dollars


Units


Dollars


Units


Dollars


Equity


Interest


Equity(in thousands, except unit/share data)Balance at December 31, 2006


22,614,937


$
73,593



992,122


$
1,763



1,984,231


$
1,090


$
76,446


$
4,326


$
80,772Recognition of share-based compensation expense related to
    override units














1,017







701



1,718







1,718Adjustment to fair value for management common units






(2,037
)


















(2,037
)






(2,037
)Noncontrolling interest share of net income (loss)






























(210
)


(210
)Adjustment to fair value for noncontrolling interest






(1,053
)


















(1,053
)


1,053



Reversal of noncontrolling interest including fair value
    adjustments upon redemption of the noncontrolling interest






1,053



















1,053



(5,169
)


(4,116
)Net loss allocated to common units






(40,756
)


















(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
)






(35,371
)Balance at December 31, 2007





$







$







$



$



$



$
    92




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##### Table of Contents



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


Additional


Retained





Total CVRShares





Paid-In


Earnings


Treasury


Stockholders


Noncontrolling


TotalIssued


Amount


Capital


(Deficit)


Stock


Equity


Interest


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





$



$



$



$



$



$



$
Change from partnership to corporate reporting structure


62,866,720



629



43,398











44,027







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


247,471



2



4,700











4,702







4,702Cash dividend declared










(10,600
)










(10,600
)






(10,600
)Sale of general partnership interest in CVR Partners L.P.


























10,600



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


22,917,300



229



395,326











395,555







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


82,700



1



1,570











1,571







1,571Share-based compensation










23,399











23,399







23,399Issuance of common stock to employees


27,100







566











566







566Net loss














(26,500
)






(26,500
)






(26,500
)Balance at December 31, 2007


86,141,291


$
861


$
458,359


$
(26,500
)

$



$
432,720


$
10,600


$
443,320Share-based compensation










(17,789
)










(17,789
)






(17,789
)Issuance of common stock to directors


96,620



1



399











400







400Vesting of non-vested stock awards


5,834







201











201







201Net income














163,935







163,935







163,935Balance at December 31, 2008


86,243,745


$
862


$
441,170


$
137,435


$



$
579,467


$
10,600


$
590,067Share-based compensation










4,614











4,614







4,614Issuance of common stock to Directors


73,284



1



479











480







480Vesting of non-vested stock awards


27,479



























Purchase of 15,271 common shares for treasury


















(100
)


(100
)






(100
)Net income














69,354







69,354







69,354Balance at December 31, 2009


86,344,508


$
863


$
446,263


$
206,789


$
(100
)

$
653,815


$
10,600


$
664,415    93




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008


2007(in thousands)Cash flows from operating activities:Net income (loss)

$
69,354


$
163,935


$
(67,618
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


84,873



82,177



68,406Provision for doubtful accounts


644



3,737



15Amortization of deferred financing costs


1,941



1,991



2,778Loss on disposition of fixed assets


41



5,795



1,272Loss on extinguishment of debt


2,101



9,978



1,258Share-based compensation


7,935



(42,523
)


44,083Write off of CVR Energy, Inc. debt offering costs






1,567



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






2,539



Noncontrolling interest










(210
)Goodwill impairment






42,806



Changes in assets and liabilities:Restricted cash


34,560



(34,560
)


Accounts receivable


(13,057
)


49,493



(16,972
)Inventories


(126,414
)


97,989



(84,980
)Prepaid expenses and other current assets


12,104



(19,064
)


4,848Insurance receivable






(1,681
)


(105,260
)Insurance proceeds for flood


11,756



74,185



20,000Other long-term assets


862



(3,751
)


3,246Accounts payable


5,650



(59,392
)


59,110Accrued income taxes


19,996



(9,487
)


732Deferred revenue


4,541



(7,413
)


4,349Other current liabilities


(85
)


(5,319
)


27,027Payable to swap counterparty


(24,113
)


(326,532
)


240,944Accrued environmental liabilities


(1,412
)


(604
)


(551
)Other long-term liabilities


1,279



1,492



1,122Deferred income taxes


(7,282
)


55,846



(57,684
)Net cash provided by operating activities


85,274



83,204



145,915Cash flows from investing activities:Capital expenditures


(48,773
)


(86,458
)


(268,593
)Proceeds from sale of assets


481







Net cash used in investing activities


(48,292
)


(86,458
)


(268,593
)Cash flows from financing activities:Revolving debt payments


(87,200
)


(453,200
)


(345,800
)Revolving debt borrowings


87,200



453,200



345,800Proceeds from issuance of long-term debt










50,000Principal payments on long-term debt


(4,825
)


(4,874
)


(335,797
)Payment of capital lease obligations


(100
)


(940
)


Payment of financing costs


(3,975
)


(8,522
)


(2,491
)Repurchase of common stock


(100
)






Deferred costs of CVR Partners initial public offering






(2,429
)


Deferred costs of CVR Energy convertible debt offering






(1,567
)


Net proceeds from sale of common stock










399,556Distribution of members equity










(10,600
)Sale of managing general partnership interest










10,600Net cash provided by (used in) financing activities


(9,000
)


(18,332
)


111,268Net increase (decrease) in cash and cash equivalents


27,982



(21,586
)


(11,410
)Cash and cash equivalents, beginning of period


8,923



30,509



41,919Cash and cash equivalents, end of period

$
36,905


$
8,923


$
30,509Supplemental disclosuresCash paid for income taxes, net of refunds (received)

$
16,521


$
17,551


$
(31,563
)Cash paid for interest net of capitalized interest of $2,020,
    $2,370 and $12,049 for the years ended December 31, 2009,
    2008 and 2007, respectively

$
40,537


$
43,802


$
44,837Non-cash investing and financing activities:Step-up in
    basis in property for exchange of common stock for
    noncontrolling interest, net of deferred taxes of $388,518

$



$



$
586Accrual of construction in progress additions

$
(5,040
)

$
(16,972
)

$
(15,268
)Assets acquired through capital lease

$



$
4,827


$
    94




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##### 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.
    day-to-day
   95




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Nitrogen
    Fertilizer Limited Partnership
         96




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (2)
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Noncontrolling
    Interest
    Cash
    and Cash Equivalents
    Restricted
    Cash
    Accounts
    Receivable, net
   97




---



##### Table of Contents



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

Lives, in YearsImprovements to land

15 to 20Buildings

20 to 30Machinery and equipment

5 to 30Automotive equipment

5Furniture and fixtures

3 to 7    98




---



##### 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
     99




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Income
    Taxes
    Consolidation
    of Variable Interest Entities
  and/or
    Impairment
    of Long-Lived Assets
   100




---



##### 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
      Share-Based
    Compensation
       101




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Treasury
    Stock
    Environmental
    Matters
    Use of
    Estimates
    Subsequent
    Events
    New
    Accounting Pronouncements
  The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles
   102




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             103




---



##### Table of Contents



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


Original





(Decrease) for the Year EndedValue


Awards





December 31,Award Type

(per Unit)


Issued


Grant Date


2009


2008


2007Override Operating Units(a)

$
11.31



919,630



June 2005


$
1,369


$
(5,979
)

$
10,675Override Operating Units(b)

$
34.72



72,492



December 2006



36



(430
)


877Override Value Units(c)

$
11.31



1,839,265



June 2005



2,690



(11,063
)


12,788Override Value Units(d)

$
34.72



144,966



December 2006



37



(493
)


718Override Units(e)

$
10.00



138,281



October 2007







(2
)


2Override Units(f)

$
10.00



642,219



February 2008



26



5



Total


$
4,158


$
(17,962
)

$
25,060     *
    
    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. 104




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Valuation
    Assumptions
    (a) Override Operating Units

(b) Override Operating UnitsDecember 31,

December 31,2009

2008

2007

2009

2008

2007Estimated forfeiture rate


None



None



None



None



None



NoneCVR closing stock price

$
6.86


$
4.00


$
24.94


$
6.86


$
4.00


$
24.94Estimated fair value (per unit)

$
11.95


$
8.25


$
51.84


$
1.40


$
1.59


$
32.65Marketability and minority interest discounts


20
%


15
%


15
%


20
%


15
%


15
%Volatility


50.7
%


68.8
%


35.8
%


50.7
%


68.8
%


35.8
%     ForfeitureMinimum Period Held

Percentage2 years


75%3 years


50%4 years


25%5 years


0%     (c) Override Value Units

(d) Override Value UnitsDecember 31,

December 31,2009

2008

2007

2009

2008

2007Estimated forfeiture rate


None



None



None



None



None



NoneDerived service period


6 years



6 years



6 years



6 years



6 years



6 yearsCVR closing stock price

$
6.86


$
4.00


$
24.94


$
6.86


$
4.00


$
24.94Estimated fair value (per unit)

$
5.63


$
3.20


$
51.84


$
1.39


$
1.59


$
32.65Marketability and minority interest discounts


20
%


15
%


15
%


20
%


15
%


15
%Volatility


50.7
%


68.8
%


35.8
%


50.7
%


68.8
%


35.8
%     ForfeitureMinimum Period Held

Percentage2 years


75
%3 years


50
%4 years


25
%5 years


0
%  105




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Override Units
  Estimated forfeiture rate

NoneGrant date valuation

$0.02 per unitMarketability and minority interest discount

15% discountVolatility

34.7%   Override Units
  December 31,2009

2008Estimated forfeiture rate

None

NoneDerived Service Period

Based on forfeiture schedule

Based on forfeiture scheduleEstimated fair value

$0.08 per unit

$0.02 per unitMarketability and minority interest discount

20% discount

20% discountVolatility

59.7%

64.3%     Override


OverrideYear Ending December 31,

Operating Units


Value Units2010


220,000



1,677,0002011






799,000$
220,000


$
2,476,000   Phantom
    Unit Appreciation Plan
   106




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Long-Term
    Incentive Plan
    Shares Available for Issuance.
 107




---



##### Table of Contents



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


Aggregate IntrinsicGrant-Date


ValueShares


Fair Value


(in thousands)Non-vested at December 31, 2006





$



$
Granted


17,500



20.88Vested






Forfeited






Non-vested at December 31, 2007


17,500


$
20.88


$
436Granted


163,620



4.14Vested


(102,454
)


5.09Forfeited






Non-vested at December 31, 2008


78,660


$
6.62


$
315Granted


202,257



6.68Vested


(100,763
)


6.86Forfeited


(3,100
)


4.14Non-vested at December 31, 2009


177,060


$
6.59


$
1,215    108




---



##### Table of Contents



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


AverageAverage


RemainingExercise


ContractualShares


Price


TermOutstanding, December 31, 2006





$




Granted


18,900



21.61Exercised






Forfeited






Expired






Outstanding, December 31, 2007


18,900


$
21.61



9.89Granted


13,450



15.52Exercised






Forfeited






Expired






Outstanding, December 31, 2008


32,350


$
19.08



9.21Granted






Exercised






Forfeited






Expired






Outstanding, December 31, 2009


32,350


$
19.08



8.21Exercisable at December 31, 2009


17,087



20.01



8.21   out-of-the-money.
  (4)
    Inventories    December 31,2009


2008Finished goods

$
123,548


$
61,008Raw materials and catalysts


107,840



45,928In-process inventories


19,401



14,376Parts and supplies


24,049



27,112$
274,838


$
148,424  109




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (5)
    Property,
    Plant, and Equipment    December 31,2009


2008Land and improvements

$
18,016


$
17,383Buildings


23,316



22,851Machinery and equipment


1,305,362



1,288,782Automotive equipment


8,796



7,825Furniture and fixtures


8,095



7,835Leasehold improvements


1,301



1,081Construction in progress


77,818



53,9271,442,704



1,399,684Accumulated depreciation


304,794



220,719$
1,137,910


$
1,178,965     (6)
    Goodwill
    and Intangible Assets  Goodwill
      
    Income Approach:  To determine fair value, the
    Company discounted the expected future cash flows for each
    reporting unit utilizing observable market data to the extent
    available. The discount rates used was 13.4% 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. 110




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Market-Based Approach:  To determine the fair
    value of each reporting unit, the Company also utilized a market
    based approach. The Company used the guideline company method,
    which focuses on comparing the Companys risk profile and
    growth prospects to select reasonably similar publicly traded
    companies.  Other
    Intangible Assets
      ContractualYear Ending December 31,

Agreements2010


332011


332012


282013


272014


27Thereafter


229377   (7)
    Deferred
    Financing Costs  line-of-credit
  line-of-credit
 111




---



##### Table of Contents



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


2008Deferred financing costs

$
6,976


$
8,045Less accumulated amortization


1,941



1,991Unamortized deferred financing costs


5,035



6,054Less current portion


1,550



2,171$
3,485


$
3,883     Year Ending

DeferredDecember 31,

Financing2010

$
1,5502011


1,5442012


1,5342013


4072014


$
5,035   (8)
    Note
    Payable and Capital Lease Obligations     112




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (9)
    Flood          (10)
    Income
    Taxes    Year EndedDecember 31,2009


2008


2007CurrentFederal

$
33,651


$
8,474


$
(26,814
)State


2,866



(409
)


(4,017
)Total current


36,517



8,065



(30,831
)DeferredFederal


(6,613
)


57,236



(21,434
)State


(669
)


(1,390
)


(36,250
)Total deferred


(7,282
)


55,846



(57,684
)Total income tax expense (benefit)

$
29,235


$
63,911


$
(88,515
)  113




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2009


2008


2007Tax computed at federal statutory rate

$
34,506


$
79,746


$
(54,720
)State income taxes, net of federal tax benefit (expense)


5,402



13,372



(6,382
)State tax incentives, net of federal tax expense


(3,205
)


(14,519
)


(19,792
)Manufacturing activities deduction


(3,798
)


(913
)


Federal tax credit for production of ultra-low sulfur diesel fuel


(4,783
)


(23,742
)


(17,259
)Non-deductible share-based compensation


1,457



(6,286
)


8,771Non-deductible goodwill impairment






14,982



Other, net


(344
)


1,271



867Total income tax expense (benefit)

$
29,235


$
63,911


$
(88,515
)        114




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2009


2008(in thousands)Deferred income tax assets:Allowance for doubtful accounts

$
1,918


$
1,638Personnel accruals


4,822



2,564Inventories


938



426Unrealized derivative losses, net


1,856



Low sulfur diesel fuel credit carry forward


31,719



50,263State net operating loss carry forwards, net of federal expense






854Accrued expenses


203



234State tax credit carryforward, net of federal expense


29,887



31,994Deferred financing


3,280



3,388Net costs associated with flood


2,096



2,276Other


792



256Total Gross deferred income tax assets


77,511



93,893Deferred income tax liabilities:Property, plant, and equipment


(330,477
)


(340,292
)Prepaid expenses


(3,537
)


(4,247
)Unrealized derivative gains, net






(13,139
)Total Gross deferred income tax liabilities


(334,014
)


(357,678
)Net deferred income tax liabilities

$
(256,503
)

$
(263,785
)        115




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Balance as of January 1, 2009

$
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, 2009

$
0   (11)
    Long-Term
    Debt       116




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3-month 1 16
        First
    Lien Credit Facility
  MinimumInterest

MaximumFiscal Quarter Ending

Coverage Ratio

Leverage RatioDecember 31, 2009 and thereafter


3.00:1.00



2.75:1.00    117




---



##### Table of Contents



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


AmountFirst lien Tranche D term loans; principal payments


2010


$
4,777,000of 0.25% of the principal balance due quarterly


2011



4,730,000increasing to 23.5% of the principal balance due


2012



4,682,000quarterly commencing April 2013, with a final


2013



465,314,000payment of the aggregate remaining unpaid principal


2014



balance due December 2013


Thereafter



$
479,503,000         (12)
    Earnings
    Per Share   118




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009
    and 2008 Earnings Per Share
    For the YearEnded December 31,2009


2008(unaudited)(in thousands except share data)Net income

$
69,354


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


86,248,205



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


94,228



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


86,342,433



86,224,209Basic earnings per share

$
0.80


$
1.90Diluted earnings per share

$
0.80


$
1.90     2007
    Pro Forma Loss Per Share
      For the YearEnded December 31,2007(unaudited)(in thousands)Net loss

$
(67,618
)Pro forma weighted-average shares outstanding:Original CVR shares of common stock


100Effect of 628,667.20 to 1 stock split


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


247,471Issuance of shares of common stock to employees


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


23,000,000Basic weighted-average shares outstanding


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


Diluted weighted-average shares outstanding


86,141,291Pro forma basic loss per share

$
(0.78
)Pro forma dilutive loss per share

$
(0.78
)  119




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (13)
    Benefit
    Plans    (14)
    Commitments
    and Contingent Liabilities    Year Ending

Operating


UnconditionalDecember 31,

Leases


Purchase Obligations(1)2010

$
5,404


$
32,0652011


5,406



30,4872012


4,998



27,6922013


2,555



27,8462014


1,891



27,846Thereafter


1,357



154,577$
21,611


$
300,513     (1)
    
    This amount excludes approximately $510,000,000 potentially
    payable under petroleum transportation service agreements with
    TransCanada Keystone Pipeline, LP (TransCanada),
    pursuant to which Coffeyville Resources Refining &
    Marketing, LLC (CRRM) would receive transportation
    of at least 25,000 barrels per day of crude oil with a
    delivery point at Cushing, Oklahoma for a term of ten years on a
    new pipeline system being constructed by TransCanada. This
    $510,000,000 would be payable ratably over the ten year service
    period under the agreements, such period to begin upon
    commencement of services under the new pipeline system. Based on
    information currently available to us, we believe commencement
    of services would begin in the first quarter of 2011. The
    Company filed a Statement of Claim in the Court of the
    Queens Bench of Alberta, Judicial District of Calgary, on
    September 15, 2009, to dispute the validity of the
    petroleum transportation service agreements. The Company cannot
    provide any assurance that the petroleum transportation service
    agreements will be found to be invalid.     120




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           121




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    On-Site
      construction-in-progress
  Litigation
   122




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Flood,
    Crude Oil Discharge and Insurance
       123




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Environmental,
    Health, and Safety (EHS) Matters
    and/or
  No. VII-94-H-0020 No. VII-95-H-011,
 124




---



##### Table of Contents



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

Amount2010

$
2,1792011


3702012


4352013


3252014


431Thereafter


2,023Undiscounted total


5,763Less amounts representing interest at 3.35%


756Accrued environmental liabilities at December 31, 2009

$
5,007            125




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2 15-month
        (15)
    Fair
    Value Measurements  Fair
    Value Measurements and Disclosures
   126




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    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)    2009Level 1

Level 2

Level 3

TotalCash equivalents (money market account)

$
723


$







$
723Other current liabilities (Interest Rate Swap)






(2,830
)






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






(1,847
)






(1,847
)   2008Level 1


Level 2


Level 3


TotalCash equivalents (money market account)

$
149


$







$
149Other current liabilities (Interest Rate Swap)






(7,789
)






(7,789
)Receivable from swap counterparty  current (Cash Flow
    Swap)






32,630







32,630Receivable from swap counterparty  long-term (Cash
    Flow Swap)






5,632







5,632    127




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (16)
    Derivative
    Financial Instruments    Year EndedDecember 31,2009


2008


2007(in thousands)Realized loss on swap agreements

$
(14,331
)

$
(110,388
)

$
(157,239
)Unrealized gain (loss) on swap agreements


(40,903
)


253,195



(103,212
)Realized gain (loss) on other derivative agreements


(6,646
)


(10,582
)


(15,346
)Unrealized gain (loss) on other derivative agreements


(1,847
)


634



(1,348
)Realized gain (loss) on interest rate swap agreements


(6,518
)


(1,593
)


4,115Unrealized gain (loss) on interest rate swap agreements


4,959



(5,920
)


(8,948
)Total gain (loss) on derivatives, net

$
(65,286
)

$
125,346


$
(281,978
)     over-the-counter
  Cash
    Flow Swap
      Interest
    Rate Swap
   128




---



##### Table of Contents



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

FixedPeriod Covered

Amount

Interest RateMarch 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
  out-of-pocket
  Cash
    Flow Swap
   129




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    J. Aron
    Deferrals
    Interest
    Rate Swap
    Crude
    Oil Supply Agreement
     130




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Financing
    and Other
                (18)
    Business
    Segments  Segment Reporting
 131




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Petroleum
      Nitrogen
    Fertilizer
     132




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Segment
    Year Ended December 31,2009


2008


2007(in thousands)Net salesPetroleum

$
2,934,904


$
4,774,337


$
2,806,203Nitrogen Fertilizer


208,371



262,950



165,856Other










Intersegment elimination


(6,946
)


(21,184
)


(5,195
)Total

$
3,136,329


$
5,016,103


$
2,966,864Cost of product sold (exclusive of depreciation and amortization)Petroleum

$
2,514,293


$
4,449,422


$
2,300,226Nitrogen Fertilizer


42,158



32,574



13,042Other










Intersegment elimination


(8,756
)


(20,188
)


(4,528
)Total

$
2,547,695


$
4,461,808


$
2,308,740Direct operating expenses (exclusive of depreciation and
    amortization)Petroleum

$
141,590


$
151,377


$
209,474Nitrogen Fertilizer


84,453



86,092



66,663Other










Total

$
226,043


$
237,469


$
276,137Net costs associated with floodPetroleum

$
614


$
6,380


$
36,669Nitrogen Fertilizer






27



2,432Other






1,456



2,422Total

$
614


$
7,863


$
41,523Depreciation and amortizationPetroleum

$
64,424


$
62,690


$
43,040Nitrogen Fertilizer


18,685



17,987



16,819Other


1,764



1,500



920Total

$
84,873


$
82,177


$
60,779Goodwill ImpairmentPetroleum

$



$
42,806


$
Nitrogen Fertilizer










Other










Total

$



$
42,806


$
   133




---



##### Table of Contents



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


2008


2007(in thousands)Operating income (loss)Petroleum


170,184



31,902



144,876Nitrogen Fertilizer


48,863



116,807



46,593Other


(10,861
)


32



(4,906
)Total

$
208,186


$
148,741


$
186,563Capital expendituresPetroleum

$
34,018


$
60,410


$
261,562Nitrogen fertilizer


13,389



24,076



6,488Other


1,366



1,972



543Total

$
48,773


$
86,458


$
268,593Total assetsPetroleum

$
1,082,707


$
1,032,223


$
1,277,124Nitrogen Fertilizer


702,929



644,301



446,763Other


(171,142
)


(66,041
)


144,469Total

$
1,614,494


$
1,610,483


$
1,868,356GoodwillPetroleum

$



$



$
42,806Nitrogen Fertilizer


40,969



40,969



40,969Other










Total

$
40,969


$
40,969


$
83,775   (19)
    Major
    Customers and Suppliers    Year EndedDecember 31,2009


2008


2007PetroleumCustomer A


14
%


13
%


12
%Customer B


0
%


3
%


7
%Customer C


10
%


10
%


9
%Customer D


11
%


9
%


10
%35
%


35
%


38
%Nitrogen FertilizerCustomer E


15
%


13
%


18
%    134




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2009


2008


2007Supplier A



%


67
%


63
%Supplier B


69
%



%



%     Year EndedDecember 31,2009


2008


2007Supplier


5
%


5
%


5
%  135




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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, 2009QuarterFirst


Second


Third


Fourth(in thousands except share data)Net sales

$
609,395


$
793,304


$
811,693


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


421,605



587,635



712,730



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


56,234



54,447



58,419



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


19,506



21,772



29,165



(1,525
)Net costs associated with flood


181



(101
)


529



5Depreciation and amortization


20,909



21,107



21,634



21,223Goodwill impairment














Total operating costs and expenses


518,435



684,860



822,477



902,371Operating income (loss)


90,960



108,444



(10,784
)


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


(11,470
)


(11,191
)


(10,932
)


(10,644
)Interest income


14



653



475



575Gain (loss) on derivatives, net


(36,861
)


(29,233
)


3,116



(2,308
)Loss on extinguishment of debt






(677
)






(1,424
)Other income (expense), net


25



173



82



30Total other income (expense)


(48,292
)


(40,275
)


(7,259
)


(13,771
)Income (loss) before income taxes and noncontrolling interest


42,668



68,169



(18,043
)


5,795Income tax expense (benefit)


12,007



25,500



(4,604
)


(3,668
)Noncontrolling interest














Net income (loss)

$
30,661


$
42,669


$
(13,439
)

$
9,463Net earnings (loss) per shareBasic

$
0.36


$
0.49


$
(0.16
)

$
0.11Diluted

$
0.36


$
0.49


$
(0.16
)

$
0.11Weighted-average common shares outstandingBasic


86,243,745



86,244,152



86,244,245



86,260,539Diluted


86,322,411



86,333,349



86,244,245



86,369,127  136




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarterly
    Financial 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 noncontrolling interest


29,070



35,039



140,067



23,670Income tax expense


6,849



4,051



40,411



12,600Noncontrolling interest














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  137




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (21)
    Subsequent
    Events  Credit
    Agreement Amendment
     138




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##### Table of Contents



Item 8.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 8A.
    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 8B.
    Other
    Information   PART III  Item 9.
    Directors,
    Executive Officers and Corporate Governance    Item 10.
    Executive
    Compensation   139




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##### Table of Contents



Item 11.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 12.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 13.
    Principal
    Accounting Fees and Services   PART IV  Item 14.
    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).10.1**

Second Amended and Restated Credit and Guaranty Agreement, dated
    as of December 28, 2006, among Coffeyville Resources, LLC
    and the other parties thereto (filed as Exhibit 10.1 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference). 140




---



##### Table of Contents



ExhibitNumber

Exhibit Title10.1.1**

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

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

Third Amendment to Second Amended and Restated Credit and
    Guaranty Agreement, dated October 2, 2009, among
    Coffeyville Resources, LLC and the other parties thereto (filed
    as Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed on October 5, 2009 and incorporated herein by
    reference).10.2**

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**

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).10.4**

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

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

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

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

Second Amendment to Crude Oil Supply Agreement dated
    July 7, 2009 between Vitol Inc. and Coffeyville Resources
    Refining & Marketing, LLC (filed as Exhibit 10.3
    to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2009 and
    incorporated by reference herein).10.6**

Pipeline Construction, Operation and Transportation Commitment
    Agreement, dated February 11, 2004, as amended, between
    Plains Pipeline, L.P. and Coffeyville Resources
    Refining & Marketing, LLC (filed as Exhibit 10.14
    to the Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference). 141




---



##### Table of Contents



ExhibitNumber

Exhibit Title10.7**

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).10.8**

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

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

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

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

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

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

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

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

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

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

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

Raw Water and Facilities Sharing Agreement, dated as of
    October 25, 2007, by and between Coffeyville Resources
    Refining & Marketing, LLC and Coffeyville Resources
    Nitrogen Fertilizers, LLC (filed as Exhibit 10.9 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein). 142




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##### Table of Contents



ExhibitNumber

Exhibit Title10.17**

Services Agreement, dated as of October 25, 2007, by and
    among CVR Partners, LP, CVR GP, LLC, CVR Special GP, LLC, and
    CVR Energy, Inc. (filed as Exhibit 10.10 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10.18**

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

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

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).10.21**++

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).10.22**++

Employment Agreement, dated as of April 1, 2009, by and
    between CVR Energy, Inc. and Edward Morgan (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2009 and
    incorporated by reference herein).10.22.1**++

Amendment to Employment Agreement, dated August 17, 2009,
    by and between CVR Energy, Inc. and Edward Morgan (filed as
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009 and
    incorporated by reference herein).10.23**++

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Edmund S. Gross (filed as Exhibit 10.46 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008 and incorporated by
    reference herein).10.24**++

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).10.25**++

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Wyatt E. Jernigan (filed as Exhibit 10.44 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008 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
    Kevan A. Vick (filed as Exhibit 10.43 to the Companys
    Annual Report on
    Form 10-K
    for the year ended December 31, 2008 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).10.27.2**++

Second Amendment to Employment Agreement, dated as of
    August 17, 2009, by and between CVR Energy, Inc. and Daniel
    J. Daly, Jr. (filed as Exhibit 10.4 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009 and
    incorporated by reference herein). 143




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##### Table of Contents



ExhibitNumber

Exhibit Title10.28*++

Amended and Restated CVR Energy, Inc. 2007 Long-Term Incentive
    Plan, dated as of December 18, 2009.10.28.1**++

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).10.28.2**++

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).10.28.3*++

Form of Director Restricted Stock Agreement.10.28.4*++

Form of Restricted Stock Agreement.10.29*++

Amended and Restated Coffeyville Resources, LLC Phantom Unit
    Appreciation Plan (Plan I), dated as of November 9, 2009.10.30*++

Amended and Restated Coffeyville Resources, LLC Phantom Unit
    Appreciation Plan (Plan II), dated as of November 9, 2009.10.31*

Fourth Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition LLC, dated as of November 9,
    2009.10.32*

Second Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition II LLC, dated as of
    November 9, 2009.10.33**

Amended and Restated Limited Liability Company Agreement of
    Coffeyville Acquisition III LLC, dated as of
    February 15, 2008 (filed as Exhibit 10.41 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10.34**

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).10.35**++

Separation Agreement dated January 23, 2009 between James
    T. Rens, CVR Energy, Inc. and Coffeyville Resources, LLC (filed
    as Exhibit 10.47 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 and
    incorporated by reference herein).10.36**++

LLC Unit Agreement dated January 23, 2009 between
    Coffeyville Acquisition, LLC, Coffeyville Acquisition II, LLC,
    Coffeyville Acquisition III, LLC and James T. Rens (filed as
    Exhibit 10.48 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 and
    incorporated by reference herein).10.37**

Form of Indemnification Agreement between CVR Energy, Inc. and
    each of its directors and officers (filed as Exhibit 10.49
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 and
    incorporated by reference herein).12.1*

Computation of Ratio of Earnings to Fixed Charges is attached
    hereto as Exhibit 12.1.21.1*

List of Subsidiaries of CVR Energy, Inc.23.1*

Consent of KPMG LLP.31.1*

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

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

Section 1350 Certification of Chief Executive Officer and
    Chief Financial Officer.     *
    
    Filed herewith.**
    
    Previously filed.
    
    Certain portions of this exhibit have been omitted and
    separately filed with the SEC pursuant to a request for
    confidential treatment which has been granted by the SEC.++
    
    Denotes management contract or compensatory plan or arrangement
    required to be filed as an exhibit to this Report pursuant to
    Item 14(a)(3) of this Report. 144




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##### Table of Contents



PLEASE NOTE: Form 10-K.
 145




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##### Table of Contents



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

Title

Date/s/  John
    J. LipinskiJohn
    J. Lipinski

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

March 12, 2010/s/  Edward
    MorganEdward
    Morgan

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

March 12, 2010/s/  C.
    Scott HobbsC.
    Scott Hobbs

Director

March 12, 2010/s/  Scott
    L. LebovitzScott
    L. Lebovitz

Director

March 12, 2010/s/  Regis
    B. LippertRegis
    B. Lippert

Director

March 12, 2010/s/  George
    E. MatelichGeorge
    E. Matelich

Director

March 12, 2010/s/  Steve
    A. NordakerSteve
    A. Nordaker

Director

March 12, 2010/s/  Stanley
    de J. OsborneStanley
    de J. Osborne

Director

March 12, 2010/s/  Kenneth
    A. PontarelliKenneth
    A. Pontarelli

Director

March 12, 2010/s/  Mark
    E. TomkinsMark
    E. Tomkins

Director

March 12, 2010  146