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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form
    10-K/A
 Amendment No. 1
  (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, 2007ORo

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, $.01 par value per share

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

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      Class

Outstanding at May 6, 2008Common Stock, par value $0.01 per share

86,141,291 shares   Documents Incorporated By Reference
  Document

Parts IncorporatedProxy Statement for the 2008 Annual Meeting of Stockholders

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




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EXPLANATORY
    NOTE
  Restatement
    of Prior Financial Information
  Form 8-K
          Form 10-K 10-K) 10-K 10-K, 10-K Form 10-K/A 10-K.
  Amended
    Items
  Form 10-K/A 10-K 10-K
              Form 10-K/A.




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##### 



TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


1Executive Officers


20Item 1A.


Risk Factors


23Item 1B.


Unresolved Staff Comments


55Item 2.


Properties


55Item 3.


Legal Proceedings


56Item 4.


Submission of Matters to a Vote of Security
    Holders


57PART IIItem 5.


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


57Item 6.


Selected Financial Data


60Item 7.


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


65Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


114Item 8.


Financial Statements and Supplementary Data


117Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


176Item 9A.


Controls and Procedures


176Item 9B.


Other Information


177PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


177Item 11.


Executive Compensation


177Item 12.


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


177Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


177Item 14.


Principal Accounting Fees and Services


177PART IVItem 15.


Exhibits and Financial Statement Schedules


178EX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION   i




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PART I  Item 1.
    Business            Our
    History
         1




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Petroleum
    Business
  Asset
    Description
        
    Crude Oil Gathering System.  We own and operate
    a 25,000 bpd crude oil gathering system serving central
    Kansas, northern Oklahoma and southwestern Nebraska. The system
    has field offices in Bartlesville, Oklahoma and Plainville and
    Winfield, Kansas. The system is comprised of over 300 miles
    of feeder and trunk pipelines, 41 trucks, and associated storage
    facilities for gathering light, sweet Kansas, Nebraska and
    Oklahoma crude oils purchased from independent crude producers.
    We also lease a section of a pipeline from Magellan Pipeline
    Company, L.P.
    Phillipsburg Terminal.  We own storage and
    terminaling facilities for asphalt and refined fuels in
    Phillipsburg, Kansas. The asphalt storage and terminaling
    facilities are used to receive, store and redeliver asphalt for
    another oil company for a fee pursuant to an asphalt services
    agreement.
    Pipelines.  We own a 145,000 bpd
    proprietary pipeline system that transports crude oil from
    Caney, Kansas to our refinery. Crude oils sourced outside of our
    proprietary gathering system are delivered by common carrier
    pipelines into various terminals in Cushing, Oklahoma, where
    they are blended and then delivered to Caney, Kansas via a
    pipeline owned by Plains All American L.P. We also own
    associated crude oil storage tanks with a capacity of
    approximately 1.2 million barrels located outside our
    refinery. 2




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Feedstocks
    Supply
    28-35
      Marketing
    and Distribution
      Customers
   3




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Competition
      Seasonality
  and/or
  Nitrogen
    Fertilizer Business
      Significantly Lower Cost Position.
 4




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Strategic Location with Transportation
    Advantage.
  On-Stream Factor.
  Year Ended December 31,2003


2004(1)


2005


2006(1)


2007Gasifier


90.1
%


92.4
%


98.1
%


92.5
%


90.0
%Ammonia


89.6
%


79.9
%


96.7
%


89.3
%


87.7
%UAN


81.6
%


83.3
%


94.3
%


88.9
%


78.7
%     (1)
    
    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 at the nitrogen fertilizer facility in
    the third quarter of 2004 and 2006, (i) the on-stream
    factors in 2004 would have been 95.6% for gasifier, 83.1% for
    ammonia and 86.7% for UAN, and (ii) the on-stream factors
    in 2006 would have been 97.1% for gasifier, 94.3% for ammonia
    and 93.6% for UAN.  Raw
    Material Supply
       5




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start-up start-up
  Production
    Process
      2
  2
   6




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Distribution,
    Sales and Marketing
       7




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Customers
      Competition
         8




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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.      The
    Federal Clean Air Act
  and/or 2
 9




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and/or
  Air Emissions.
  2 2
    Title V Air Permitting. and/or
 10




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Release
    Reporting
  and/or
      Fuel
    Regulations
  Tier II, Low Sulfur Fuels.
     11




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Greenhouse
    Gas Emissions
  2 cap-and-trade
  2 2 2 2 2 2
  The
    Clean Water Act
        Wastewater Management.
 12




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Resource
    Conservation and Recovery Act (RCRA)
  on-site
  Waste Management.
    Impacts of Past Manufacturing.
    TotalSite





Total O&M


EstimatedInvestigation


Capital


Costs


CostsFacility

Costs


Costs


Through 2011


Through 2011Coffeyville Oil Refinery

$
0.3


$



$
1.1


$
1.4Phillipsburg Terminal


0.3







1.9



2.2Total Estimated Costs

$
0.6


$



$
3.0


$
3.6     Environmental Insurance. 45-day
 13




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Financial Assurance. clean-up
  Environmental
    Remediation
      Safety
    and Health Matters
   14




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Process Safety Management.
  start-up
    Emergency Planning and Response. on-site
  Security.
  Community Advisory Panel.
  Employees
     15




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
    services by our employees in capacities equivalent to the
    capacities of corporate executive officers, including chief
    executive officer, chief operating officer, chief financial
    officer, general counsel, fertilizer general manager, and vice
    president for environmental, health and safety, except that
    those who serve in such capacities under the agreement serve the
    Partnership on a shared, part-time basis only, unless we and the
    Partnership agree otherwise;
    administrative and professional services, including legal,
    accounting services, human resources, insurance, tax, credit,
    finance, government affairs and regulatory affairs;
    managing the property of the Partnership and Coffeyville
    Resources Nitrogen Fertilizers, LLC, a subsidiary of the
    Partnership, in the ordinary course of business;
    recommendations on capital raising activities, including the
    issuance of debt or equity interests, the entry into credit
    facilities and other capital market transactions;
    managing or overseeing litigation and administrative or
    regulatory proceedings, and establishing appropriate insurance
    policies for the Partnership, and providing safety and
    environmental advice;
    recommending the payment of distributions; and
    managing or providing advice for other projects as may be agreed
    by us and the managing general partner of the Partnership from
    time to time.    Flood and
    Crude Oil Discharge
  Overview
    Property
    Damage and Lost Earnings
  clean-up
 16




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Crude
    Oil Discharge
      
    The OBriens Group managed the overall process,
    including containment and recovery. The OBriens
    Group is the largest provider of emergency preparedness and
    crisis management services to the energy and internal shipping
    industries.
    United States Environmental Services, LLC provided operations
    support. This firm is a full-service environmental contracting
    company specializing in environmental emergency response,
    in-plant industrial services, contaminated site remediation,
    chemical/biological terrorism response, safety training and
    industrial hygiene.
    The Center for Toxicology and Environmental Health oversaw
    sampling, analysis and reporting for the operation. This firm
    specializes in toxicology, risk assessment, industrial hygiene,
    occupational health and response to emergencies involving the
    release or threat of release of chemicals.        EPA
    Administrative Order on Consent
   17




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and/or
    Property
    Repurchase Program and Claims for Property Damage
      Insurance
    
    Our primary property damage and business interruption insurance
    program provided $300 million of coverage for flood-related
    damage, subject to a deductible of $2.5 million per
    occurrence and a
    45-day
    waiting period for business interruption loss. While we believe
    that property insurance should 18




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cover substantially all of the estimated total physical damage
    to our property, our insurance carriers have cited potential
    coverage limitations and defenses that might preclude such a
    result.  
    Our builders risk policy provided coverage for property
    damage to buildings in the course of construction. Flood-related
    loss or damage is subject to a $100,000 deductible and sub-limit
    of $50 million.
    Our environmental insurance coverage program provided coverage
    for bodily injury, property damage, and cleanup costs resulting
    from new pollution conditions. At the time of the flood, the
    program included a primary policy with a $25 million
    aggregate limit of liability. This policy was subject to a
    $1 million self-insured retention. In addition, at the time
    of the flood we had a $25 million excess policy that was
    triggered by exhaustion of the primary policy. The excess policy
    covered bodily injury and property damage resulting from new
    pollution conditions, but did not cover cleanup costs.
    Our umbrella and excess liability coverage program provided
    $100 million of coverage excess of $5 million and
    other applicable insurance for third-party claims of property
    damage and bodily injury arising out of the sudden and
    accidental discharge of pollutants.    45-day
  Financial
    Impact on 2007 Results
      Trademarks,
    Trade Names and Service Marks
  Form 10-K/A ® TM
 19




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Executive
    Officers    Name

Age

PositionJohn J. Lipinski


56


Chairman of the Board of Directors, Chief Executive Officer and
    PresidentStanley A. Riemann


56


Chief Operating OfficerJames T. Rens


41


Chief Financial Officer and TreasurerEdmund S. Gross


57


Senior Vice President, General Counsel and SecretaryDaniel J. Daly, Jr.


62


Executive Vice President, StrategyRobert W. Haugen


49


Executive Vice President, Refining OperationsWyatt E. Jernigan


56


Executive Vice President, Crude Oil Acquisition and Petroleum
    MarketingKevan A. Vick


53


Executive Vice President and Fertilizer General ManagerChristopher G. Swanberg


49


Vice President, Environmental, Health and Safety   John J. Lipinski
  Stanley A. Riemann
 20




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James T. Rens
  Edmund S. Gross
  Daniel J. Daly, Jr.
  Robert W. Haugen
 21




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Wyatt E. Jernigan
  Kevan A. Vick
  Christopher G. Swanberg
 22




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Item 1A.
    Risk
    Factors  You should carefully consider each of the following risks
    together with the other information contained in this Report and
    all of the information set forth in our filings with the SEC. If
    any of the following risks and uncertainties develops into
    actual events, our business, financial condition or results of
    operations could be materially adversely affected.
  Risks
    Related to Our Petroleum Business
  Volatile
    margins in the refining industry may cause volatility or a
    decline in our future results of operations and decrease our
    cash flow.
    If we
    are required to obtain our crude oil supply without the benefit
    of our credit intermediation agreement, our exposure to the
    risks associated with volatile crude 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.
     23




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Our
    profitability is linked to the light/heavy and sweet/sour crude
    oil price spreads. A decrease in either of the spreads would
    negatively impact our profitability.
    The
    new and redesigned equipment in our facilities may not perform
    according to expectations, which may cause unexpected
    maintenance and downtime and could have a negative effect on our
    future results of operations and financial
    condition.
    
    our upgraded equipment may not perform at expected throughput
    levels;
    the yield and product quality of new equipment may differ from
    design; and
    redesign or modification of the equipment may be required to
    correct equipment that does not perform as expected, which could
    require facility shutdowns until the equipment has been
    redesigned or modified.    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.
   24




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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.
        Environmental
    laws and regulations will require us to make substantial capital
    expenditures in the future.
     25




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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.
    We may
    have additional capital needs for which our internally generated
    cash flows and other sources of liquidity may not be
    adequate.
    Risks Related to the Nitrogen Fertilizer Business
  The
    nitrogen fertilizer business may not have sufficient cash to
    enable it to make quarterly distributions to us following the
    payment of expenses and fees and the establishment of cash
    reserves.
    
    The managing general partner of the nitrogen fertilizer business
    has broad discretion to establish reserves for the prudent
    conduct of the nitrogen fertilizer business. The establishment
    of those reserves could result in a reduction of the nitrogen
    fertilizer business distributions.
    The amount of distributions made by the nitrogen fertilizer
    business and the decision to make any distribution are
    determined by the managing general partner of the Partnership,
    whose interests may be 26




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different from ours. The managing general partner of the
    Partnership has limited fiduciary and contractual duties, which
    may permit it to favor its own interests to our detriment.  
    Although the partnership agreement requires the nitrogen
    fertilizer business to distribute its available cash, the
    partnership agreement may be amended.
    Any credit facility that the nitrogen fertilizer business enters
    into may limit the distributions which the nitrogen fertilizer
    business can make. In addition, any credit facility may contain
    financial tests and covenants that the nitrogen fertilizer
    business must satisfy. Any failure to comply with these tests
    and covenants could result in the lenders prohibiting
    distributions by the nitrogen fertilizer business.
    The actual amount of cash available for distribution will depend
    on numerous factors, some of which are beyond the control of the
    nitrogen fertilizer business, including the level of capital
    expenditures made by the nitrogen fertilizer business, the
    nitrogen fertilizer business debt service requirements,
    the cost of acquisitions, if any, fluctuations in its working
    capital needs, its ability to borrow funds and access capital
    markets, the amount of fees and expenses incurred by the
    nitrogen fertilizer business, and restrictions on distributions
    and on the ability of the nitrogen fertilizer business to make
    working capital and other borrowings for distributions contained
    in its credit agreements.  The
    amount of cash the nitrogen fertilizer business has available
    for distribution to us depends primarily on its cash flow and
    not solely on its profitability. If the nitrogen fertilizer
    business has insufficient cash to cover intended distribution
    payments, it would need to reduce or eliminate distributions to
    us or, to the extent permitted under agreements governing
    indebtedness that the nitrogen fertilizer business may incur in
    the future, fund a portion of its distributions with
    borrowings.
      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.
   27




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The
    nitrogen fertilizer business is cyclical and volatile, which
    exposes us to potentially significant fluctuations in our
    financial condition, cash flows and results of operations, which
    could result in volatility in the price of our common stock or
    an inability of the nitrogen fertilizer business to make
    quarterly distributions.
    Nitrogen
    fertilizer products are global commodities, and the nitrogen
    fertilizer business faces intense competition from other
    nitrogen fertilizer producers.
   28




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Adverse
    weather conditions during peak fertilizer application periods
    may have a material adverse effect on our results of operations,
    financial condition and the ability of the nitrogen fertilizer
    business to make cash distributions, because the agricultural
    customers of the nitrogen fertilizer business are geographically
    concentrated.
    The
    nitrogen fertilizer business results of operations,
    financial condition and ability to make cash distributions may
    be adversely affected by the supply and price levels of pet coke
    and other essential raw materials.
       29




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Ammonia
    can be very volatile and dangerous. Any liability for accidents
    involving ammonia that cause severe damage to property and/or
    injury to the environment and human health could have a material
    adverse effect on our results of operations, financial condition
    and the ability of the nitrogen fertilizer business to make cash
    distributions. In addition, the costs of transporting ammonia
    could increase significantly in the future.
      The
    nitrogen fertilizer business operations are dependent on
    third-party suppliers. Failure by key suppliers of oxygen,
    nitrogen and electricity to perform in accordance with their
    contractual obligations may have a negative effect upon our
    results of operations and financial condition and the ability of
    the nitrogen fertilizer business to make cash
    distributions.
    The
    nitrogen fertilizer business relies on third party providers of
    transportation services and equipment, which subjects us to
    risks and uncertainties beyond our control that may have a
    material adverse effect on our results of operations, financial
    condition and the ability of the nitrogen fertilizer business to
    make cash distributions.
     30




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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 our
    results of operations, financial condition and the ability of
    the nitrogen fertilizer business to make cash
    distributions.
       31




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The
    location of the nitrogen fertilizer business plant
    provides a transportation cost advantage over many of its
    competitors. However, there is no assurance that
    competitors transportation costs will not decline,
    reducing the nitrogen fertilizer business price
    advantage.
    Risks
    Related to Our Entire Business
  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 or may substantially increase premiums in the
    future.
         32




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We may
    not recover all of the costs we have incurred or expect to incur
    in connection with the flood and crude oil discharge that
    occurred at our refinery in June/July 2007.
  We have
    incurred and will continue to incur significant costs with
    respect to facility repairs, environmental remediation and
    property damage
    claims .
      The
    ultimate cost of environmental remediation and third party
    property damage is difficult to assess and could be higher than
    our current
    estimates .
   33




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We do not
    know which of our losses our insurers will ultimately cover or
    when we will receive any insurance
    recovery .
    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
       34




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CO2
    and other greenhouse gas emissions may be the subject of federal
    or state legislation or regulated in the future as an air
    pollutant.
    We are
    subject to strict laws and regulations regarding employee and
    process safety, and failure to comply with these laws and
    regulations could have a material adverse effect on our results
    of operations, financial condition and the ability of the
    nitrogen fertilizer business to make cash
    distributions.
    We
    have a limited operating history as a stand-alone
    company.
    Because
    we have transferred our nitrogen fertilizer business to a newly
    formed limited partnership, 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. Furthermore, our
    historical financial statements do not reflect the new limited
    partnership structure prior to October 24, 2007 and
    therefore our past financial performance may not be an accurate
    indicator of future performance.
   35




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Our
    commodity derivative activities could result in losses and may
    result in period-to-period earnings volatility.
       36




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Both
    the petroleum and nitrogen fertilizer businesses depend on
    significant customers, and the loss of one or several
    significant customers may have a material adverse impact on our
    results of operations and financial condition.
    The
    petroleum and nitrogen fertilizer businesses may not be able to
    successfully implement their business strategies, which include
    completion of significant capital programs.
    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; 37




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
    difficulties in the integration and retention of customers or
    personnel and the integration and effective deployment of
    operations or technologies;
    assumption of unknown material liabilities or regulatory
    non-compliance issues;
    amortization of acquired assets, which would reduce future
    reported earnings;
    possible adverse short-term effects on our cash flows or
    operating results; and
    diversion of managements attention from the ongoing
    operations of our business.  2
    We
    have agreed with the Partnership that we will not own or operate
    any fertilizer business in the United States or abroad
    (with limited exceptions).
      We are
    a holding company and depend upon our subsidiaries for our cash
    flow.
   38




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Our
    significant indebtedness may affect our ability to operate our
    business, and may have a material adverse effect on our
    financial condition and results of operations.
    
    limiting our ability to obtain additional financing to fund our
    working capital, acquisitions, expenditures, debt service
    requirements or for other purposes;
    limiting our ability to use operating cash flow in other areas
    of our business because we must dedicate a substantial portion
    of these funds to service debt;
    limiting our ability to compete with other companies who are not
    as highly leveraged;
    placing restrictive financial and operating covenants in the
    agreements governing our and our subsidiaries long-term
    indebtedness and bank loans, including, in the case of certain
    indebtedness of subsidiaries, certain covenants that restrict
    the ability of subsidiaries to pay dividends or make other
    distributions to us;
    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.     39




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In
    connection with the Partnerships initial public offering,
    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 result 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.
    If we
    lose any of our key personnel, we may be unable to effectively
    manage our business or continue our growth.
    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.
   40




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The
    requirements of being a public company, including compliance
    with the reporting requirements of the Exchange Act and the
    requirements of the Sarbanes-Oxley Act, may strain our
    resources, increase our costs and distract management, and we
    may be unable to comply with these requirements in a timely or
    cost-effective manner.
    We
    will be exposed to risks relating to evaluations of controls
    required by Section 404 of the
    Sarbanes-Oxley
    Act.
     41




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We are
    a controlled company within the meaning of the New
    York Stock Exchange rules and, as a result, qualify for, and are
    relying on, exemptions from certain corporate governance
    requirements.
    
    the requirement that a majority of our board of directors
    consist of independent directors;
    the requirement that we have a nominating/corporate governance
    committee that is composed entirely of independent directors
    with a written charter addressing the committees purpose
    and responsibilities; and
    the requirement that we have a compensation committee that is
    composed entirely of independent directors with a written
    charter addressing the committees purpose and
    responsibilities.    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 may
    face third-party claims of intellectual property infringement,
    which if successful could result in significant costs for our
    business.
   42




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##### Table of Contents



If
    licensed technology is no longer available, the refinery and
    nitrogen fertilizer businesses may be adversely
    affected.
    Risks
    Related to Our Common Stock
  If our
    stock price fluctuates, investors could lose a significant part
    of their investment.
    
    the failure of securities analysts to cover our common stock
    after our initial public offering or changes in financial
    estimates by analysts;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    variations in quarterly results of operations;
    loss of a large customer or supplier;
    general economic conditions;
    terrorist acts;
    future sales of our common stock; and
    investor perceptions of us and the industries in which our
    products are used.    The
    Goldman Sachs Funds and the Kelso Funds continue to 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.
     43




---



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and/or
   44




---



##### Table of Contents



Shares
    eligible for future sale may cause the price of our common stock
    to decline.
  lock-up
 45




---



##### Table of Contents



Risks
    Related to the Limited Partnership Structure Through Which We
    Hold Our Interest in the Nitrogen Fertilizer Business
  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.
      Our
    rights to receive distributions from the Partnership may be
    limited over time.
  and/or
   46




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##### Table of Contents



The
    managing general partner of the Partnership has a fiduciary duty
    to favor the interests of its owners, and these interests may
    differ from, or conflict with, our interests and the interests
    of our stockholders.
  and/or
    
    Fertilizer GP, as managing general partner of the Partnership,
    holds all of the IDRs in the Partnership. IDRs give Fertilizer
    GP a right to increasing percentages of the Partnerships
    quarterly distributions after the Partnership has distributed
    all adjusted operating surplus generated by the Partnership
    during the period from its formation through December 31,
    2009, assuming the Partnership and its subsidiaries are released
    from their guaranty of our credit facility and if the quarterly
    distributions exceed the target of $0.4313 per unit. Fertilizer
    GP may have an incentive to manage the Partnership in a manner
    which preserves or increases the possibility of these future
    cash flows rather than in a manner that preserves or increases
    current cash flows.
    Fertilizer GP may also have an incentive to engage in conduct
    with a high degree of risk in order to increase cash flows
    substantially and thereby increase the value of the IDRs instead
    of following a safer course of action.
    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 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 47




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##### Table of Contents



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 in our
    capacity as a holder of special units and the amount of cash
    paid to Fertilizer GP in respect of its IDRs.
    Fertilizer GP will 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.
    In some instances Fertilizer GP may cause the Partnership to
    borrow funds in order to permit the payment of cash
    distributions, even if the purpose or effect of the borrowing is
    to make a distribution on the subordinated units, to make
    incentive distributions or to accelerate the expiration of the
    subordination period, which may not be in our interests.
    The partnership agreement permits the Partnership to classify up
    to $60 million as operating surplus, even if this cash is
    generated from asset sales, borrowings other than working
    capital borrowings or other sources the distribution of which
    would otherwise constitute capital surplus. This cash may be
    used to fund distributions in respect of the IDRs.
    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 may exercise its rights to call and purchase all
    of the Partnerships equity securities of any class if at
    any time it and its affiliates (excluding us) own more than 80%
    of the outstanding securities of such class.
    Fertilizer GP controls the enforcement of obligations owed to
    the Partnership by it and its affiliates. In addition,
    Fertilizer GP decides whether to retain separate counsel or
    others to perform services for 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 directors
    and/or
    executive officers of CVR Energy. 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 CVR Energy or the
    Partnership. 48




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The
    partnership agreement limits the fiduciary duties of the
    managing general partner and restricts the remedies available to
    us for actions taken by the managing general partner that might
    otherwise constitute breaches of fiduciary duty.
    
    The partnership agreement permits Fertilizer GP to make a number
    of decisions in its individual capacity, as opposed to its
    capacity as managing general partner. This entitles Fertilizer
    GP to consider only the interests and factors that it desires,
    and it has no duty or obligation to give any consideration to
    any interest of, or factors affecting, us or our affiliates.
    Decisions made by Fertilizer GP in its individual capacity will
    be made by the sole member of Fertilizer GP, and not by the
    board of directors of Fertilizer GP. Examples include the
    exercise of its limited call right, its voting rights, its
    registration rights and its determination whether or not to
    consent to any merger or consolidation or amendment to the
    partnership agreement.
    The partnership agreement provides that Fertilizer GP will not
    have any liability to the Partnership or to us for decisions
    made in its capacity as managing general partner so long as it
    acted in good faith, meaning it believed that the decisions were
    in the best interests of the Partnership.
    The partnership agreement provides that Fertilizer GP and its
    officers and directors will not be liable for monetary damages
    to the Partnership for any acts or omissions unless there has
    been a final and non-appealable judgment entered by a court of
    competent jurisdiction determining that Fertilizer GP or those
    persons acted in bad faith or engaged in fraud or willful
    misconduct, or in the case of a criminal matter, acted with
    knowledge that such persons conduct was criminal.
    The partnership agreement generally provides that affiliate
    transactions and resolutions of conflicts of interest not
    approved by the conflicts committee of the board of directors of
    Fertilizer GP and not involving a vote of unitholders must be on
    terms no less favorable to the Partnership than those generally
    provided to or available from unrelated third parties or be
    fair and reasonable. In determining whether a
    transaction or resolution is fair and reasonable,
    Fertilizer GP may consider the totality of the relationship
    between the parties involved, including other transactions that
    may be particularly advantageous or beneficial to the
    Partnership.  If the
    Partnership 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.
     49




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If the
    Partnership does not consummate an initial offering by
    October 24, 2009, Fertilizer GP can require us to purchase
    its managing general partner interest in the Partnership. We may
    not have requisite funds to do so.
      Fertilizer
    GP can require us to be a selling unit holder in the
    Partnerships initial offering at an undesirable time or
    price.
  per-unit
 50




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##### Table of Contents



Our
    rights to remove Fertilizer GP as managing general partner of
    the Partnership are extremely limited.
          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.
     51




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Use of
    the limited partnership structure involves tax risks. The
    nitrogen fertilizer business tax treatment depends on its
    status as a partnership for federal income tax purposes, as well
    as it not being subject to a material amount of entity-level
    taxation by individual states. If the IRS were to treat the
    Partnership as a corporation for federal income tax purposes or
    if the nitrogen fertilizer business were to become subject to
    additional amounts of entity-level taxation for state tax
    purposes, then its cash available for distribution to us would
    be substantially reduced.
         52




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The
    tax treatment of publicly traded partnerships could be subject
    to potential legislative, judicial or administrative changes and
    differing interpretations, possibly on a retroactive
    basis.
   53




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##### Table of Contents



If the
    IRS contests the federal income tax positions the Partnership
    takes, the cost of any IRS contest will reduce the
    Partnerships cash available for distribution to
    unitholders.
    The
    sale or exchange of 50% or more of the Partnerships
    capital and profits interests during any
    twelve-month
    period will result in the termination of the Partnerships
    partnership for federal income tax purposes.
    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.
    The
    Partnership may elect not to or may be unable to consummate an
    initial public offering or one or more private placements. This
    could negatively impact the value and liquidity of our
    investment in the Partnership, which could impact the value of
    our common stock.
   54




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##### Table of Contents



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

Acres

Own/Lease

UseCoffeyville, KS

440

Own

CVR Energy: oil refinery and
    office buildings
    Partnership: fertilizer plantPhillipsburg, KS

200

Own

Terminal facilityMontgomery County, KS (Coffeyville Station)

20

Own

Crude oil storageMontgomery County, KS (Broome Station)

20

Own

Crude oil storageBartlesville, OK

25

Own

Truck storage and office buildingsWinfield, KS

5

Own

Truck storageCushing, OK

185

Own

Crude oil storageCowley County, KS (Hooser Station)

80

Own

Crude oil storageHoldrege, NE

7

Own

Crude oil storageStockton, KS

6

Own

Crude oil storageSugar Land, TX

22,000 (square feet)

Lease

Office spaceKansas City, KS

18,400 (square feet)

Lease

Office space      55




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##### Table of Contents



Item 3.
    Legal
    Proceedings    (1)
    Class Action
    Suits  and/or
  (a)
    Federal
    Suit  Danny Dunham vs. Coffeyville Resources,
    LLC, et al. No. 07-CV-01186-JTM-DWB).
  (b)
    State
    Suit  Western Plains Alliance, LLC and Western
    Plains Operations, LLC v. Coffeyville Resources
    Refining & Marketing, LLC and/or
  (2)
    EPA
    Administrative Order on Consent   56




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    
    the election of the current members of our board of directors,
    effective as of October 16, 2007;
    the adoption of our Amended and Restated Certificate of
    Incorporation, dated October 16, 2007, and our Amended and
    Restated By-Laws;
    the adoption of the CVR Energy, Inc. 2007 Long Term Incentive
    Plan;
    the grant of options to purchase 5,150 shares of our common
    stock to each of Messrs. Regis B. Lippert and Mark Tomkins;
    the grant of 5,000 shares of nonvested stock to
    Mr. Lippert and the grant of 12,500 shares of
    nonvested stock to Mr. Tomkins; and
    the grant of 50 shares of our common stock to 542 of our
    employees (27,100 shares in total). PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Use of
    Proceeds
  Form S-1 333-137588)
      
    payment of term debt of $280.0 million and related interest
    of approximately $5.7 million;
    repayment of $25 million under the unsecured credit
    facility and repayment of $25.0 million under the secured
    facility including related interest of approximately
    $0.2 million;
    repayment of revolver borrowings of $50.0 million; 57




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##### Table of Contents




    payment of a $5.0 million termination fee to each of
    Goldman, Sachs & Co. and Kelso & Company,
    L.P. in connection with the termination of the management
    agreements in conjunction with the initial public
    offering; and
    $1.2 million was used for general corporate purposes.  Market
    Information
    2007:

High


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

$
26.25


$
19.80
   Holders
    of Record
    Dividend
    Policy
         58




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##### Table of Contents



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





SecuritiesSecurities to be





Remaining AvailableIssued upon


Weighted Average


for Future IssuanceExercise of


Exercise Price of


Under EquityPlan

Outstanding Options


Outstanding Options


Compensation PlansCVR Energy, Inc. Long Term Incentive Plan


18,900


$
21.61



7,463,600  59




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    174-day 233-day 62-day
           60




---



##### Table of Contents



Original Predecessor


Immediate Predecessor


SuccessorYear


62 Days


304 Days


174 Days


233 Days


YearEnded


Ended


Ended


Ended


Ended


EndedDecember 31,


March 2,


December 31,


June 23,


December 31,


December 31,2003


2004


2004


2005


2005


2006


2007As restated()Statement of Operations Data:Net sales

$
1,262.2


$
261.1


$
1,479.9


$
980.7


$
1,454.3


$
3,037.6


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


1,061.9



221.4



1,244.2



768.0



1,168.1



2,443.4



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


133.1



23.4



117.0



80.9



85.3



199.0



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


23.6



4.7



16.3



18.4



18.4



62.6



93.1Net costs associated with flood(1)


























41.5Depreciation and amortization


3.3



0.4



2.4



1.1



24.0



51.0



60.8Impairment, earnings (losses) in joint ventures, and other
    charges(2)


10.9























Operating income

$
29.4


$
11.2


$
100.0


$
112.3


$
158.5


$
281.6


$
186.6Other income (expense)(3)


(0.5
)






(6.9
)


(8.4
)


0.4



(20.8
)


0.2Interest (expense)


(1.3
)






(10.1
)


(7.8
)


(25.0
)


(43.9
)


(61.1
)Gain (loss) on derivatives


0.3







0.5



(7.6
)


(316.1
)


94.5



(282.0
)Income (loss) before income taxes

$
27.9


$
11.2


$
83.5


$
88.5


$
(182.2
)

$
311.4


$
(156.3
)Income tax (expense) benefit










(33.8
)


(36.1
)


63.0



(119.8
)


88.5Minority interest in (income) loss of subsidiaries


























0.2Net income (loss)(4)

$
27.9


$
11.2


$
49.7


$
52.4


$
(119.2
)

$
191.6


$
(67.6
)Pro forma earnings per share, basic





















$
2.22


$
(0.78
)Pro forma earnings per share, diluted





















$
2.22


$
(0.78
)Pro forma weighted average shares, basic






















86,141,291



86,141,291Pro forma weighted average shares, diluted






















86,158,791



86,141,291Historical dividends:Preferred per unit(5)









$
1.50


$
0.70Common per unit(5)









$
0.48


$
0.70Management common units subject to redemption





















$
3.1Common units





















$
246.9     ()
    
    See Note 2 to consolidated
    financial statements. 61




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##### Table of Contents



Original Predecessor


Immediate Predecessor


SuccessorYear


62 Days


304 Days


174 Days


233 Days


YearEnded


Ended


Ended


Ended


Ended


EndedDecember 31,


March 2,


December 31,


June 23,


December 31,


December 31,2003


2004


2004


2005


2005


2006


2007As restated()Balance Sheet Data:Cash and cash equivalents

$
0.0






$
52.7






$
64.7


$
41.9


$
30.5Working capital(6)


150.5







106.6







108.0



112.3



10.7Total assets


199.0







229.2







1,221.5



1,449.5



1,868.4Liabilities subject to compromise(7)


105.2























Total debt, including current portion










148.9







499.4



775.0



500.8Minority interest in subsidiaries(8)






















4.3



10.6Management units subject to redemption


















3.7



7.0



Divisional/members/stockholders equity


58.2







14.1







115.8



76.4



432.7Other Financial Data:Depreciation and amortization

$
3.3


$
0.4


$
2.4


$
1.1


$
24.0


$
51.0


$
68.4Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap(9)


27.9



11.2



49.7



52.4



23.6



115.4



(5.6
)Cash flows provided by operating activities


20.3



53.2



89.8



12.7



82.5



186.6



145.9Cash flows (used in) investing activities


(0.8
)






(130.8
)


(12.3
)


(730.3
)


(240.2
)


(268.6
)Cash flows provided by (used in) financing activities


(19.5
)


(53.2
)


93.6



(52.4
)


712.5



30.8



111.3Capital expenditures for property, plant and equipment


0.8







14.2



12.3



45.2



240.2



268.6Key Operating Statistics:Petroleum BusinessProduction (barrels per day)(10)(11)


95,701



106,645



102,046



99,171



107,177



108,031



86,201Crude oil throughput (barrels per day)(10)(11)


85,501



92,596



90,418



88,012



93,908



94,524



76,285Nitrogen Fertilizer BusinessProduction Volume:Ammonia (tons in thousands)(11)


335.7



56.4



252.8



193.2



220.0



369.3



326.7UAN (tons in thousands)(11)


510.6



93.4



439.2



309.9



353.4



633.1



576.9On-steam factors (12):Gasifier


90.1
%


93.5
%


92.2
%


97.4
%


98.7
%


92.5
%


90.0
%Ammonia


89.6
%


80.9
%


79.7
%


95.0
%


98.3
%


89.3
%


87.7
%UAN


81.6
%


88.7
%


82.2
%


93.9
%


94.8
%


88.9
%


78.7
%     ()
    
    See Note 2 to consolidated
    financial statements.(1)
    
    Represents the write-off of
    approximate net costs associated with the flood and crude oil
    spill that are not probable of recovery. See
    Business  Flood and Crude Oil Discharge.(2)
    
    During the year ended
    December 31, 2003, we recorded an additional charge of
    $9.6 million related to the asset impairment of the
    refinery and fertilizer plant based on the expected sales price
    of the assets in the Initial Acquisition. In addition, we
    recorded a charge of $1.3 million for the rejection of
    existing contracts while operating under Chapter 11 of the
    U.S. Bankruptcy Code.(3)
    
    During the 304 days ended
    December 31, 2004, the 174 days ended June 23,
    2005, the year ended December 31, 2006 and the year ended
    December 31, 2007, we recognized a loss of
    $7.2 million, $8.1 million, $23.4 million and
    $1.3 million, respectively, on early extinguishment of debt. 62




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(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:  Original Predecessor


Immediate Predecessor


SuccessorYear


62 Days


304 Days


174 Days


233 Days


YearEnded


Ended


Ended


Ended


Ended


EndedDecember 31,


March 2,


December 31,


June 23,


December 31,


December 31,2003


2004


2004


2005


2005


2006


2007Impairment of property, plant and equipment(a)

$
9.6


$



$



$



$



$



$
Loss on extinguishment of debt(b)










7.2



8.1







23.4



1.3Inventory fair market value adjustment(c)










3.0







16.6







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


















2.3







1.8Major scheduled turnaround expense(e)










1.8











6.6



76.4Loss on termination of swap(f)


















25.0







Unrealized (gain) loss from Cash Flow Swap


















235.9



(126.8
)


103.2     (a)
    During the year ended December 31, 2003, we recorded a
    charge of $9.6 million related to the asset impairment of
    our refinery and nitrogen fertilizer plant based on the expected
    sales price of the assets in the Initial Acquisition.(b)
    Represents the write-off of $7.2 million of deferred
    financing costs in connection with the refinancing of our senior
    secured credit facility on May 10, 2004, the write-off of
    $8.1 million of deferred financing costs in connection with
    the refinancing of our senior secured credit facility on
    June 23, 2005, the write-off of $23.4 million in
    connection with the refinancing of our senior secured credit
    facility on December 28, 2006 and the write-off of
    $1.3 million in connection with the repayment and
    termination of three credit facilities on October 26, 2007.(c)
    Consists of the additional cost of product sold expense due to
    the step up to estimated fair value of certain inventories on
    hand at March 3, 2004 and June 24, 2005, as a result
    of the allocation of the purchase price of the Initial
    Acquisition and the Subsequent Acquisition to inventory.(d)
    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. We consider these fees to be equivalent to
    interest expense and the fees are treated as such in the
    calculation of EBITDA in the credit facility.(e)
    Represents expense associated with a major scheduled turnaround.  (f)
    Represents the expense associated with the expiration of the
    crude oil, heating oil and gasoline option agreements entered
    into by Coffeyville Acquisition LLC in May 2005.  (5)
    
    Historical dividends per unit for
    the 304-day
    period ended December 31, 2004 and the
    174-day
    period ended June 23, 2005 are calculated based on the
    ownership structure of Immediate Predecessor.(6)
    
    Excludes liabilities subject to
    compromise due to Original Predecessors bankruptcy of
    $105.2 million as of December 31, 2003 in calculating
    Original Predecessors working capital.(7)
    
    While operating under
    Chapter 11 of the U.S. Bankruptcy Code, Original
    Predecessors financial statements were prepared in
    accordance with
    SOP 90-7,
    Financial Reporting by Entities in Reorganization under
    the Bankruptcy Code.
    SOP 90-7
    requires that pre-petition liabilities be segregated in the
    balance sheet.(8)
    
    Minority interest reflects common
    stock in two of our subsidiaries owned by John J. Lipinski
    (which were exchanged for shares of our common stock with an
    equivalent value prior to the consummation of our initial public
    offering). Minority interest at December 31, 2007 reflects
    CALLC IIIs ownership of the managing general partner
    interest and IDRs of the Partnership.(9)
    
    Net income (loss) adjusted for
    unrealized gain or loss from Cash Flow Swap results from
    adjusting for the derivative transaction that was executed in
    conjunction with the Subsequent Acquisition. On June 16,
    2005, Coffeyville Acquisition LLC 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 LLC to
    Coffeyville Resources, LLC on June 24, 2005. The derivative
    took the form of three NYMEX swap agreements whereby if crack
    spreads fall below the fixed level, J. Aron agreed to pay the
    difference to us, and if crack spreads rise above the fixed
    level, we agreed to pay the difference to J. Aron. The Cash Flow
    Swap represents approximately 58% and 14% of crude oil capacity
    for the periods January 1, 2008 through June 30, 2009
    and July 1, 2009 through June 30, 2010, respectively.
    Under the terms of our credit facility and upon meeting specific
    requirements related to our leverage ratio and our credit
    ratings, we may reduce the Cash Flow Swap to 35,000 bpd, or
    approximately 30% of expected crude oil capacity, for the period
    from April 1, 2008 through December 31, 2008 and
    terminate the Cash Flow Swap in 2009 and 2010.We have determined that the Cash
    Flow Swap does not qualify as a hedge for hedge accounting
    purposes under current GAAP. As a result, our periodic
    statements of operations reflect 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
    is accounted for as a liability on our balance 63




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sheet. As the crack spreads
    increase we are required to record an increase in this liability
    account with a corresponding expense entry to be made to our
    statement of operations. Conversely, as crack spreads decline we
    are required to record a decrease in the swap related liability
    and post a corresponding income entry to our statement 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 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
    U.S. 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 loss from Cash Flow Swap net of its related tax
    benefit.Net income (loss) adjusted for gain
    or loss from Cash Flow Swap is not a recognized term under GAAP
    and should not be substituted for net income as a measure of our
    performance but instead should be utilized as a supplemental
    measure of financial performance or liquidity in evaluating our
    business. Because Net income (loss) adjusted for unrealized gain
    or loss from Cash Flow Swap excludes mark to market adjustments,
    the measure does not reflect the fair market value of our Cash
    Flow Swap in our net income. As a result, the measure does not
    include potential cash payments that may be required to be made
    on the Cash Flow Swap in the future. Also, our presentation of
    this non-GAAP measure may not be comparable to similarly titled
    measures of other companies.The following is a reconciliation
    of Net income (loss) adjusted for unrealized gain or loss from
    Cash Flow Swap to Net income (loss):  Original Predecessor


Immediate Predecessor


SuccessorYear


62 Days


304 Days


174 Days


233 Days


YearEnded


Ended


Ended


Ended


Ended


EndedDecember 31,


March 2,


December 31,


June 23,


December 31,


December 31,2003


2004


2004


2005


2005


2006


2007As restated()Net income (loss) adjusted for unrealized gain (loss) from Cash
    Flow Swap

$
27.9


$
11.2


$
49.7


$
52.4


$
23.6


$
115.4


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


















(142.8
)


76.2



(62.0
)Net income (loss)

$
27.9


$
11.2


$
49.7


$
52.4


$
(119.2
)

$
191.6


$
(67.6
)     ()
    
    See Note 2 to consolidated
    financial statements.(10)
    
    Barrels per day is calculated by
    dividing the volume in the period by the number of calendar days
    in the period. Barrels per day as shown here is impacted by
    plant down-time and other plant disruptions and does not
    represent the capacity of the facilitys continuous
    operations.(11)
    
    Operational information reflected
    for the
    233-day
    Successor period ended December 31, 2005 includes only
    191 days of operational activity. Successor was formed on
    May 13, 2005 but had no financial statement activity during
    the 42-day
    period from May 13, 2005 to June 24, 2005, with the
    exception of certain crude oil, heating oil and gasoline option
    agreements entered into with J. Aron as of May 16, 2005
    which expired unexercised on June 16, 2005.(12)
    
    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 at the
    nitrogen fertilizer facility in the third quarter of 2004 and
    2006, (i) the on-stream factors in 2004 would have been
    95.6% for gasifier, 83.1% for ammonia and 86.7% for UAN, and
    (ii) the on-stream factors in 2006 would have been 97.1%
    for gasifier, 94.3% for ammonia and 93.6% for UAN. 64




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with our financial statements and related notes included
    elsewhere in this Report.
  Forward-Looking
    Statements
  Form 10-K/A
  
    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.      Restatement
    of Financial Statements
    Form 10-K/A, Form 10-Q
     65




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Overview
    and Executive Summary
      Petroleum business.
       66




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##### Table of Contents



Nitrogen fertilizer business. ton-per-day ton-per-day
      Capital projects.
    CVR
    Energys Initial Public Offering
     67




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##### Table of Contents



CVR
    Partners Proposed Initial Public Offering
    Major
    Influences on Results of Operations
  Petroleum
    Business
  first-in,
     68




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and/or
       69




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##### Table of Contents



Nitrogen
    Fertilizer Business
           70




---



##### Table of Contents



15-20 days
  Agreements
    Between CVR Energy and the Partnership
   71




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##### Table of Contents



174-day 233-day
  20-year 174-day 233-day
    Factors
    Affecting Comparability
    2007
    Flood and Crude Oil Discharge
   72




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##### Table of Contents



Refinancing
    and Prior Indebtedness
       73




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##### Table of Contents



J. Aron
    Deferrals
    Change
    in Reporting Entity as a Result of the Initial Public
    Offering
    Public
    Company Expenses
    2007
    Turnaround
   74




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##### Table of Contents



2005
    Acquisition
    Cash
    Flow Swap
  Accounting for Derivative
    Instruments and Hedging Activities.
  Consolidation
    of Nitrogen Fertilizer Limited Partnership
    Consolidation
    of Variable Interest Entities
     75




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##### Table of Contents




    a sale of some or all of our partnership interests to an
    unrelated party;
    a sale of the managing general partner interest to a third party;
    the issuance by the Partnership of partnership interests to
    parties other than us or our related parties; and
    the acquisition by us of additional partnership interests
    (either new interests issued by the Partnership or interests
    acquired from unrelated interest holders).    Industry
    Factors
  Petroleum
    Business
      Nitrogen
    Fertilizer Business
   76




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Results
    of Operations
    Consolidated
    Results of Operations
  174-day 233-day
     77




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##### Table of Contents



174-day 233-day
  174-day 233-day
    ImmediatePredecessor


Successor174 Days


233 Days


YearEnded


Ended


EndedJune 23,


December 31,


December 31,Consolidated Financial Results

2005


2005


2006


2007(in millions)


As restated()Net sales

$
980.7


$
1,454.3


$
3,037.6


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


768.0



1,168.1



2,443.4



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


80.9



85.3



199.0



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


18.4



18.4



62.6



93.1Net costs associated with flood(1)














41.5Depreciation and amortization(2)


1.1



24.0



51.0



60.8Operating income

$
112.3


$
158.5


$
281.6


$
186.6Net income (loss)(3)


52.4



(119.2
)


191.6



(67.6
)Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap(4)


52.4



23.6



115.4



(5.6
)     ()
    
    See Note 2 to consolidated financial statements.(1)
    
    Represents the write-off of approximate net costs associated
    with the flood and crude oil spill that are not probable of
    recovery. See Business  Flood and Crude Oil
    Discharge.(2)
    
    Depreciation and amortization is comprised of the following
    components as excluded from cost of products sold, direct
    operating expense and selling, general and administrative
    expense:  78




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ImmediatePredecessor


Successor174 Days


233 Days


YearEnded


Ended


EndedJune 23,


December 31,


December 31,Consolidated Financial Results

2005


2005


2006


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

$
0.1


$
1.1


$
2.2


$
2.4Depreciation and amortization excluded from direct operating
    expenses


0.9



22.7



47.7



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


0.1



0.2



1.1



1.0Depreciation included in net costs associated with flood














7.6Total depreciation and amortization

$
1.1


$
24.0


$
51.0


$
68.4   (3)
    
    The following are certain charges and costs incurred in each of
    the relevant periods that are meaningful to understanding our
    net income and in evaluating our performance due to their
    unusual or infrequent nature:  ImmediatePredecessor


Successor174 Days


233 Days


YearEnded


Ended


EndedJune 23,


December 31,


December 31,Consolidated Financial Results

2005


2005


2006


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

$
8.1


$



$
23.4


$
1.3Inventory fair market value adjustment(b)






16.6







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






2.3







1.8Major scheduled turnaround expense(d)










6.6



76.4Loss on termination of swap(e)






25.0







Unrealized (gain) loss from Cash Flow Swap






235.9



(126.8
)


103.2     (a)
    
    Represents the write-off of $7.2 million of deferred
    financing costs in connection with the refinancing of our senior
    secured credit facility on May 10, 2004, the write-off of
    $8.1 million of deferred financing costs in connection with
    the refinancing of our senior secured credit facility on
    June 23, 2005, the write-off of $23.4 million in
    connection with the refinancing of our senior secured credit
    facility on December 28, 2006 and 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 the additional cost of product sold expense due to
    the step up to estimated fair value of certain inventories on
    hand at March 3, 2004 and June 24, 2005, as a result
    of the allocation of the purchase price of the Initial
    Acquisition and the Subsequent Acquisition to inventory.(c)
    
    Consists of fees which are expensed to selling, general and
    administrative expense in connection with the funded letter of
    credit facility of $150.0 million issued in support of the
    Cash Flow Swap. We consider these fees to be equivalent to
    interest expense and the fees are treated as such in the
    calculation of EBITDA in the credit facility.(d)
    
    Represents expenses associated with a major scheduled turnaround
    at the nitrogen fertilizer plant and our refinery.(e)
    
    Represents the expense associated with the expiration of the
    crude oil, heating oil and gasoline option agreements entered
    into by Coffeyville Acquisition LLC in May 2005.  (4)
    
    Net income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap results from adjusting for the derivative transaction
    that was executed in conjunction with the Subsequent
    Acquisition. On June 16, 79




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2005, Coffeyville Acquisition LLC entered into the Cash Flow
    Swap with J. Aron, a subsidiary of The Goldman Sachs Group,
    Inc., and a related party of ours. The Cash Flow Swap was
    subsequently assigned from Coffeyville Acquisition LLC to
    Coffeyville Resources, LLC on June 24, 2005. The derivative
    took the form of three NYMEX swap agreements whereby if crack
    spreads fall below the fixed level, J. Aron agreed to pay the
    difference to us, and if crack spreads rise above the fixed
    level, we agreed to pay the difference to J. Aron. The Cash Flow
    Swap represents approximately 58% and 14% of crude oil capacity
    for the periods January 1, 2008 through June 30, 2009
    and July 1, 2009 through June 30, 2010, respectively.
    Under the terms of our credit facility and upon meeting specific
    requirements related to our leverage ratio and our credit
    ratings, we may reduce the Cash Flow Swap to 35,000 bpd, or
    approximately 30% of expected crude oil capacity, for the period
    from April 1, 2008 through December 31, 2008 and
    terminate the Cash Flow Swap in 2009 and 2010.     80




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##### Table of Contents



ImmediatePredecessor


Successor174 Days


233 Days


YearEnded


Ended


EndedJune 23,


December 31,


December 31,Consolidated Financial Results

2005


2005


2006


2007(in millions)


As restated()Net Income (loss) adjusted for unrealized gain or loss from Cash
    Flow Swap

$
52.4


$
23.6


$
115.4


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






(142.8
)


76.2



(62.0
)Net income (loss)

$
52.4


$
(119.2
)

$
191.6


$
(67.6
)     ()
    
    See Note 2 to consolidated financial statements.  Year
    Ended December 31, 2007 Compared to the Year Ended
    December 31, 2006 (Consolidated).
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization.
  Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Selling, General and Administrative Expenses Exclusive of
    Depreciation and Amortization.
 81




---



##### Table of Contents



Net Costs Associated with
    Flood.
  Depreciation and
    Amortization.
  Operating Income.
  Interest Expense.
  Interest Income.
  Gain (loss) on Derivatives. Accounting for
    Derivative Instruments and Hedging Activities.
 82




---



##### Table of Contents



Provision for Income Taxes.
  Minority Interest in (income) loss of
    Subsidiaries.
  Net Income.
  Year
    Ended December 31, 2006 Compared to the 174 Days Ended
    June 23, 2005 and the 233 Days Ended December 31, 2005
    (Consolidated).
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization.
 83




---



##### Table of Contents



Depreciation and
    Amortization.
  Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Selling, General and Administrative Expenses Exclusive of
    Depreciation and Amortization.
  Operating Income.
  Interest Expense.
  Interest Income.
  Gain (loss) on Derivatives.
 84




---



##### Table of Contents



Accounting for
    Derivative Instruments and Hedging Activities
  Extinguishment of Debt.
  Other Income (Expense).
  Provision for Income Taxes.
  Net Income.
 85




---



##### Table of Contents



Petroleum
    Business Results of Operations
    ImmediatePredecessor


Successor


Successor174 Days


233 Days


YearEnded


Ended


EndedJune 23,


December 31,


December 31,2005


2005


2006


2007(in millions)


As restated()Petroleum Business:Net sales

$
903.8


$
1,363.4


$
2,880.4


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


761.7



1,156.2



2,422.7



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


52.6



56.2



135.3



209.5Net costs associated with flood














36.7Depreciation and amortization


0.8



15.6



33.0



43.0Gross profit (loss)

$
88.7


$
135.4


$
289.4


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


52.6



56.2



135.3



209.5Plus net costs associated with flood














36.7Plus depreciation and amortization


0.8



15.6



33.0



43.0Refining margin

$
142.1


$
207.2


$
457.7


$
506.0Refining margin per refinery throughput barrel

$
9.28


$
11.55


$
13.27


$
18.17Gross profit (loss) per refinery throughput barrel

$
5.79


$
7.55


$
8.39


$
7.79Direct operating expenses (exclusive of depreciation and
    amortization) per refinery throughput barrel

$
3.44


$
3.13


$
3.92


$
7.52Operating income (loss)


76.7



123.0



245.6



144.9     ()
    
    See Note 2 to consolidated financial statements.  86




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##### Table of Contents



ImmediatePredecessorand SuccessorCombined


Successor


SuccessorYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2005


2006


2007(dollars per barrel)


As restated()Market IndicatorsWest Texas Intermediate (WTI) crude oil

$
56.70


$
66.25


$
72.36NYMEX 2-1-1 Crack Spread


11.62



10.84



13.95Crude Oil Differentials:WTI less WTS (sour)


4.73



5.36



5.16WTI less Maya (heavy sour)


15.67



14.99



12.54WTI less Dated Brent (foreign)


2.18



1.13



(0.02
)PADD II Group 3 versus NYMEX Basis:Gasoline


(0.53
)


1.52



3.56Heating Oil


3.20



7.42



7.95PADD II Group 3 versus NYMEX Crack:Gasoline


10.53



12.26



18.34Heating Oil


15.60



18.77



21.40Company Operating StatisticsPer barrel profit, margin and expense of crude oil throughput:Refining margin

$
10.50


$
13.27


$
18.17Gross profit

$
6.74


$
8.39


$
7.79Direct operating expenses (exclusive of depreciation and
    amortization)


3.27



3.92



7.52Per gallon sales price:Gasoline


1.61



1.88



2.20Distillate


1.71



1.99



2.28     ()
    
    See Note 2 to consolidated financial statements.  ImmediatePredecessor andSuccessor Combined


Successor


SuccessorDecember 31,


December 31,


December 31,2005


2006


2007Selected Company

Barrels





Barrels





BarrelsVolumetric Data

Per Day


%


Per Day


%


Per Day


%Production:Total gasoline


45,275



43.8



48,248



44.7



37,017



42.9Total distillate


39,997



38.7



42,175



39.0



34,814



40.4Total other


18,090



17.5



17,608



16.3



14,370



16.7Total all production


103,362



100.0



108,031



100.0



86,201



100.0Crude oil throughput


91,097



92.6



94,524



92.1



76,285



93.0All other inputs


7,246



7.4



8,067



7.9



5,780



7.0Total feedstocks


98,343



100.0



102,591



100.0



82,065



100.0 87




---



##### Table of Contents



ImmediatePredecessor andSuccessor Combined


Successor


SuccessorDecember 31,


December 31,


December 31,2005


2006


2007Selected Company

Barrels





Barrels





BarrelsVolumetric Data

Per Day


%


Per Day


%


Per Day


%Crude oil throughput by crude type:Sweet


13,958,567



42.0



17,481,803



50.7



18,190,459



65.3Light/medium sour


19,291,951



58.0



16,695,173



48.4



6,465,368



23.2Heavy sour










324,312



0.9



3,188,133



11.5Total crude oil throughput


33,250,518



100.0



34,501,288



100.0



27,843,960



100.0   Year
    Ended December 31, 2007 Compared to the Year Ended
    December 31, 2006 (Petroleum Business).
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization.
   88




---



##### Table of Contents



Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Net Costs Associated with
    Flood.
   Depreciation and
    Amortization.
  Operating Income.
 89




---



##### Table of Contents



Year
    Ended December 31, 2006 Compared to the 174 Days Ended
    June 23, 2005 and the 233 Days Ended December 31, 2005
    (Petroleum Business).
  Net Sales.
  Cost of Product Sold Exclusive of Depreciation and
    Amortization.
    Depreciation and
    Amortization.
 90




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##### Table of Contents



step-up
  Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Operating Income.
  Nitrogen
    Fertilizer Business Results of Operations
    ImmediatePredecessor


Successor


Successor174 Days


233 Days


YearEnded


Ended


EndedNitrogen Fertilizer Business

June 23,


December 31,


December 31,Financial Results

2005


2005


2006


2007(in millions)Net sales

$
79.3


$
93.7


$
162.5


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


9.1



14.5



25.9



13.0Direct operating expenses (exclusive of depreciation and
    amortization)


28.3



29.2



63.7



66.7Net costs associated with flood














2.4Depreciation and amortization


0.3



8.4



17.1



16.8Operating income


35.3



35.7



36.8



46.6   Year Ended December 31,Market Indicators

2005


2006


2007Natural gas (dollars per MMBtu)

$
9.01


$
6.98


$
7.12Ammonia  Southern Plains (dollars per ton)


356



353



409UAN  Corn Belt (dollars per ton)


212



197



288  91




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##### Table of Contents



ImmediatePredecessorand SuccessorCombined


Successor


SuccessorYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,Company Operating Statistics

2005


2006


2007Production (thousand tons):Ammonia


413.2



369.3



326.7UAN


663.3



633.1



576.9Total


1,076.5



1,002.4



903.6Sales (thousand tons)(1):Ammonia


141.8



117.3



92.1UAN


646.5



645.5



555.4Total


788.3



762.8



647.5Product pricing (plant gate) (dollars per ton)(1):Ammonia

$
324


$
338


$
376UAN

$
173


$
162


$
211On-stream factor(2):Gasifier


98.1
%


92.5
%


90.0
%Ammonia


96.7
%


89.3
%


87.7
%UAN


94.3
%


88.9
%


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

$
15,010


$
17,890


$
13,826Sales net plant gate


157,989



144,575



152,030Total net sales

$
172,999


$
162,465


$
165,856     (1)
    
    Plant gate sales per ton represents net sales less freight
    revenue divided by product sales volume in tons in the reporting
    period. Plant gate price per ton is shown in order to provide a
    pricing measure that is comparable across the fertilizer
    industry.(2)
    
    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 at the fertilizer facility in the
    third quarter 2006, the on-stream factors in 2006 would have
    been 97.1% for gasifier, 94.3% for ammonia and 93.6% for UAN.(3)
    
    Based on nameplate capacity of 1,100 tons per day.(4)
    
    Based on nameplate capacity of 1,500 tons per day.  Year
    Ended December 31, 2007 compared to the Year Ended
    December 31, 2006 (Nitrogen Fertilizer
    Business).
  Net Sales.
   92




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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.
 93




---



##### Table of Contents



Depreciation and Amortization.
  Operating Income.
  Year
    Ended December 31, 2006 Compared to the 174 Days Ended
    June 23, 2005 and the 233 Days Ended December 31, 2005
    (Nitrogen Fertilizer Business).
  Net Sales.
       94




---



##### Table of Contents



Cost of Product Sold Exclusive of Depreciation and
    Amortization.
  Depreciation and Amortization. step-up
  Direct Operating Expenses Exclusive of Depreciation and
    Amortization.
  Operating Income.
 95




---



##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Balance and Other Liquidity
         96




---



##### Table of Contents



Debt
               97




---



##### Table of Contents




    Tranche D term loans bear interest at either (a) the
    greater of the prime rate and the federal funds effective rate
    plus 0.5%, plus in either case 2.25%, or, at the borrowers
    option, (b) LIBOR plus 3.25% (with step-downs to the prime
    rate/federal funds rate plus 1.75% or 1.50% or LIBOR plus 2.75%
    or 2.50%, respectively, upon achievement of certain rating
    conditions). Prior to the December 2006 amendment and
    restatement, first lien term loans accrued interest at
    (a) the greater of the prime rate and the federal funds
    rate plus 0.5%, plus in either case 1.25%, or, at the
    borrowers option, (b) LIBOR plus 2.25% (with
    potential stepdowns to LIBOR plus 2.00% or the prime rate plus
    1.00%), and second lien term loans accrued interest at a rate of
    LIBOR plus 6.75% or, at the borrowers option, the prime
    rate plus 5.75%.
    Revolving loan borrowings bear interest at either (a) the
    greater of the prime rate and the federal funds effective rate
    plus 0.5%, plus in either case 2.25%, or, at the borrowers
    option, (b) LIBOR plus 3.25% (with step-downs to the prime
    rate/federal funds rate plus 1.75% or 1.50% or LIBOR plus 2.75%
    or 2.50%, respectively, upon achievement of certain rating
    conditions). Prior to the December 2006 amendment and
    restatement, revolving loans under the then-existing first lien
    credit facility accrued interest at (a) the greater of the
    prime rate and the federal funds effective rate plus 0.5%, plus
    in either case 1.50%, or, at the borrowers option,
    (b) LIBOR plus 2.50% (with potential stepdowns to LIBOR
    plus 2.00% or the prime rate plus 1.00%).
    Letters of credit issued under the $75.0 million sub-limit
    available under the revolving loan facility are subject to a fee
    equal to the applicable margin on revolving LIBOR loans owing to
    all revolving lenders and a fronting fee of 0.25% per annum
    owing to the issuing lender.
    Funded letters of credit are subject to a fee equal to the
    applicable margin on term LIBOR loans owed to all funded letter
    of credit lenders and a fronting fee of 0.125% per annum owing
    to the issuing lender. The borrower is also obligated to pay a
    fee of 0.10% to the administrative agent on a quarterly basis
    based on the average balance of funded letters of credit
    outstanding during the calculation period, for the maintenance
    of a credit-linked deposit account backstopping funded letters
    of credit.      
    100% of the net asset sale proceeds received from specified
    asset sales and net insurance/condemnation proceeds, if the
    borrower does not reinvest those proceeds in assets to be used
    in its business or make other permitted investments within
    12 months or if, within 12 months of receipt, the
    borrower does not contract to reinvest those proceeds in assets
    to be used in its business or make other permitted investments
    within 18 months of receipt, each subject to certain
    limitations;
    100% of the cash proceeds from the incurrence of specified debt
    obligations;
    75% of consolidated excess cash flow less 100% of
    voluntary prepayments made during the fiscal year; provided that
    with respect to any fiscal year commencing with fiscal 2008 this
    percentage will be reduced to 50% if the total leverage ratio at
    the end of such fiscal year is less than 1.50:1.00 or 25% if the
    total leverage ratio as of the end of such fiscal year is less
    than 1.00:1.00; and
    100% of the cash proceeds received by us from any initial public
    offering or secondary registered offering of equity interests,
    until the aggregate amount of such proceeds is equal to
    $280 million.   98




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##### Table of Contents



Minimum


MaximumInterest


LeverageFiscal Quarter Ending

Coverage Ratio


RatioMarch 31, 2008


3.25:1.00


3.25:1.00June 30, 2008


3.25:1.00


3.00:1.00September 30, 2008


3.25:1.00


2.75:1.00December 31, 2008


3.25:1.00


2.50:1.00March 31, 2009 and thereafter


3.75:1.00


2.25:1.00to December 31, 2009,
    2.00:1.00 thereafter      99




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##### Table of Contents



ImmediatePredecessorand SuccessorCombined


Successor(Non-GAAP)


Year Ended December 31,Consolidated Financial Results

2005


2006


2007(unaudited)





As restated()(in millions)Net income (loss)

$
(66.8
)

$
191.6


$
(67.6
)Plus:Depreciation and amortization


25.1



51.0



68.4Interest expense


32.8



43.9



61.1Income tax expense (benefit)


(26.9
)


119.8



(88.5
)Loss on extinguishment of debt


8.1



23.4



1.3Inventory fair market value adjustment


16.6







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


2.3







1.8Major scheduled turnaround expense






6.6



76.4Loss on termination of Swap


25.0







Unrealized (gain) or loss on derivatives


229.8



(128.5
)


113.5Non-cash compensation expense for equity awards


1.8



16.9



43.5(Gain) or loss on disposition of fixed assets






1.2



1.3Expenses related to acquisition


3.5







Minority interest in subsidiaries










(0.2
)Management fees


2.3



2.3



11.7Consolidated adjusted EBITDA

$
253.6


$
328.2


$
222.7     ()
    
    See Note 2 to consolidated financial statements.     100




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##### Table of Contents



New
    Credit Facilities
      
    $25 Million Secured Facility.  Coffeyville
    Resources, LLC entered into a new $25 million senior
    secured term loan (the $25 million secured
    facility). The facility was secured by the same collateral
    that secures our existing credit facility. Interest was payable
    in cash, at our option, at the base rate plus 1.00% or at the
    reserve adjusted eurodollar rate plus 2.00%.
    $25 Million Unsecured Facility.  Coffeyville
    Resources, LLC entered into a new $25 million senior
    unsecured term loan (the $25 million unsecured
    facility). Interest was payable in cash, at our option, at
    the base rate plus 1.00% or at the reserve adjusted eurodollar
    rate plus 2.00%.
    $75 Million Unsecured Facility.  Coffeyville
    Refining & Marketing Holdings, Inc. entered into a new
    $75 million senior unsecured term loan (the
    $75 million unsecured facility). Drawings could
    be made from time to time in amounts of at least
    $5 million. Interest accrued, at our option, at the base
    rate plus 1.50% or at the reserve adjusted eurodollar rate plus
    2.50%. Interest was paid by adding such interest to the
    principal amount of loans outstanding. In addition, a commitment
    fee equal to 1.00% accrued and was paid by adding such fees to
    the principal amount of loans outstanding. No amounts were drawn
    under this facility. 101




---



##### Table of Contents



Payment
    Deferrals Related to Cash Flow Swap
    
    On June 26, 2007, Coffeyville Resources, LLC and J.
    Aron & Company entered into a letter agreement in
    which J. Aron deferred to August 7, 2007 a $45 million
    payment which we owed to J. Aron under the Cash Flow Swap for
    the period ending June 30, 2007. We agreed to pay interest
    on the deferred amount at the rate of LIBOR plus 3.25%.
    On July 11, 2007, Coffeyville Resources, LLC and J. Aron
    entered into a letter agreement in which J. Aron deferred to
    July 25, 2007 a separate $43.7 million payment which
    we owed to J. Aron under the Cash Flow Swap for the period
    ending June 30, 2007. J. Aron deferred the
    $43.7 million payment on the conditions that (a) each
    of GS Capital Partners V Fund, L.P. and Kelso Investment
    Associates VII, L.P. agreed to guarantee one half of the payment
    and (b) interest accrued on the $43.7 million from
    July 9, 2007 to the date of payment at the rate of LIBOR
    plus 1.50%.
    On July 26, 2007, Coffeyville Resources, LLC and J. Aron
    entered into a letter agreement in which J. Aron deferred to
    September 7, 2007 both the $45 million payment due
    August 7, 2007 (and accrued interest) and the
    $43.7 million payment due July 25, 2007 (and accrued
    interest). J. Aron deferred these payments on the conditions
    that (a) each of GS Capital Partners V Fund, L.P. and Kelso
    Investment Associates VII, L.P. agreed to guarantee one half of
    the payments and (b) interest accrued on the amounts from
    July 26, 2007 to the date of payment at the rate of LIBOR
    plus 1.50%.
    On August 23, 2007, Coffeyville Resources, LLC and J. Aron
    entered into a letter agreement in which J. Aron deferred to
    January 31, 2008 the $45 million payment due
    September 7, 2007 (and accrued interest), the
    $43.7 million payment due September 7, 2007 (and
    accrued interest) and the $35 million payment which we owed
    to J. Aron under the Cash Flow Swap to settle hedged volume
    through August 15, 2007. J. Aron deferred these payments
    (totaling $123.7 million plus accrued interest) on the
    conditions that (a) each of GS Capital Partners V Fund,
    L.P. and Kelso Investment Associates VII, L.P. agreed to
    guarantee one half of the payments and (b) interest accrued
    on the amounts to the date of payment at the rate of LIBOR plus
    1.50%.  Nitrogen
    Fertilizer Limited Partnership
   102




---



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Capital
    Spending
     103




---



##### Table of Contents



Petroleum
    Business
  2006


2007


2008


2009


2010


2011


2012


Cumulative(in millions)Environmental and safety capital needs

$
144.6


$
121.8


$
62.5


$
33.0


$
24.3


$
2.6


$
2.1


$
390.9Sustaining capital needs


11.8



14.9



28.4



22.3



22.5



21.0



21.5



142.4156.4



136.7



90.9



55.3



46.8



23.6



23.6



533.3Major scheduled turnaround expenses


4.0



76.4











50.0











130.4Total estimated non-discretionary spending

$
160.4


$
213.1


$
90.9


$
55.3


$
96.8


$
23.6


$
23.6


$
663.7   Nitrogen
    Fertilizer Business
  2006


2007


2008


2009


2010


2011


2012


Cumulative(in millions)Environmental and safety capital needs

$
0.1


$
0.5


$
2.0


$
4.7


$
2.6



2.7



3.8


$
16.4Sustaining capital needs


6.6



3.9



8.9



3.2



4.5



4.8



4.3



36.26.7



4.4



10.9



7.9



7.1



7.5



8.1



52.6Major scheduled turnaround expenses


2.6







2.8







2.6







2.8



10.8Total estimated non-discretionary spending

$
9.3


$
4.4


$
13.7


$
7.9


$
9.7


$
7.5


$
10.9


$
63.4   Combined
  2006


2007


2008


2009


2010


2011


2012


Cumulative(in millions)Environmental and safety capital needs

$
144.7


$
122.3


$
64.5


$
37.7


$
26.9



5.3



5.9


$
407.3Sustaining capital needs


18.4



18.8



37.3



25.5



27.0



25.8



25.8



178.6163.1



141.1



101.8



63.2



53.9



31.1



31.7



585.9Major scheduled turnaround expenses


6.6



76.4



2.8







52.6







2.8



141.2Total estimated non-discretionary spending

$
169.7


$
217.5


$
104.6


$
63.2


$
106.5


$
31.1


$
34.5


$
727.1   and/or
   104




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##### Table of Contents



Cash
    Flows
    ImmediatePredecessor


Successor


Successor174 Days


233 Days


YearEnded


Ended


EndedJune 23,


December 31,


December 31,2005


2005


2006


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

$
12.7


$
82.5


$
186.6


$
145.9Investing activities


(12.3
)


(730.3
)


(240.2
)


(268.6
)Financing activities


(52.4
)


712.5



30.8



111.3Net increase (decrease) in cash and cash equivalents

$
(52.0
)

$
64.7


$
(22.8
)

$
(11.4
)     Cash
    Flows Provided by Operating Activities
  Accounting for Derivative Instruments
    and Hedging Activities.
 105




---



##### Table of Contents



Accounting
    for Derivative Instruments and Hedging Activities.
 106




---



##### Table of Contents



Cash
    Flows Used In Investing Activities
      Cash
    Flows Provided by Financing Activities
     107




---



##### Table of Contents



Capital
    and Commercial Commitments
    Payments Due by PeriodTotal


2008


2009


2010


2011


2012


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

$
489.2


$
4.9


$
4.8


$
4.8


$
4.7


$
4.7


$
465.3Operating leases(2)


10.3



4.2



3.3



1.7



0.9



0.2



Unconditional purchase obligations(3)


568.9



25.2



25.2



52.8



51.0



48.4



366.3Environmental liabilities(4)


9.0



2.8



0.7



1.6



0.3



0.3



3.3Funded letter of credit fees(5)


11.2



4.5



4.5



2.2











Interest payments(6)


217.8



39.4



38.9



38.6



38.2



37.9



24.8Total

$
1,306.4


$
81.0


$
77.4


$
101.7


$
95.1


$
91.5


$
859.7Other Commercial CommitmentsStandby letters of credit(7)

$
39.4


$
39.4


$



$



$



$



$
     (1)
    
    Long-term debt amortization is based on the contractual terms of
    our Credit Facility. We may be required to amend our Credit
    Facility in connection with an offering by the Partnership. As
    of December 31, 2007, $489.2 million was outstanding
    under our credit facility. See  Liquidity and
    Capital Resources  Debt.(2)
    
    The nitrogen fertilizer business leases various facilities and
    equipment, primarily railcars, under non-cancelable operating
    leases for various periods.(3)
    
    The amount includes (1) commitments under several
    agreements in our petroleum operations related to pipeline
    usage, petroleum products storage and petroleum transportation
    and (2) commitments under an electric supply agreement with
    the city of Coffeyville.(4)
    
    Environmental liabilities represents (1) our estimated
    payments required by federal and/or state environmental agencies
    related to closure of hazardous waste management units at our
    sites in Coffeyville and Phillipsburg, Kansas and (2) our
    estimated remaining costs to address environmental contamination
    resulting from a reported release of UAN in 2005 pursuant to the
    Sate of Kansas Voluntary Cleaning and Redevelopment Program. We
    also have other environmental liabilities which are not
    contractual obligations but which would be necessary for our
    continued operations. See Business 
    Environmental Matters.(5)
    
    This amount represents the total of all fees related to the
    funded letter of credit issued under our Credit Facility. The
    funded letter of credit is utilized as credit support for the
    Cash Flow Swap. See  Quantitative and
    Qualitative Disclosures About Market Risk  Commodity
    Price Risk.(6)
    
    Interest payments are based on interest rates in effect at
    December 31, 2007 and assume contractual amortization
    payments.(7)
    
    Standby letters of credit include $5.8 million of letters
    of credit issued in connection with environmental liabilities,
    $3.0 million in support of surety bonds in place to support
    state and federal excise tax for refined fuels and
    $30.6 million in letters of credit to secure transportation
    services for crude oil.     108




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Standards
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement. EITF 06-3 EITF 06-3
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109. Accounting for Income Taxes
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities Disclosures about Fair Value of
    Financial Instruments
 109




---



##### Table of Contents



Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Critical
    Accounting Policies
    Impairment
    of Long-Lived Assets
  Accounting for
    Impairment of Long-Lived Assets and for Long-Lived Assets to be
    Disposed of. Accounting for the Impairment or
    Disposal of Long-Lived Assets
     110




---



##### Table of Contents



Derivative
    Instruments and Fair Value of Financial
    Instruments
  Accounting
    for Derivative Instruments and Hedging Activities
    Environmental
    Expenditures
    Share-Based
    Compensation
     111




---



##### Table of Contents



Share-Based Payment
         112




---



##### Table of Contents



Purchase
    Price Accounting and Allocation
  Business Combinations.
  Income
    Taxes
      Consolidation
    of Variable Interest Entities
   113




---



##### Table of Contents



and/or
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Commodity
    Price Risk
      
    lock in or fix a percentage of the anticipated or planned gross
    margin in future periods when the derivative market offers
    commodity spreads that generate positive cash flows;
    hedge the value of inventories in excess of minimum required
    inventories; and
    hedge the value of inventories held with respect to our rack
    marketing business.    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 114




---



##### Table of Contents



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.
        
    Our petroleum segment holds commodity derivative contracts in
    the form of three swap agreements for the period from
    July 1, 2005 to June 30, 2010 with J. Aron, a
    subsidiary of The Goldman Sachs Group, Inc. and a related party
    of ours. The swap agreements were originally executed on
    June 16, 2005 in conjunction with the Subsequent
    Acquisition of Immediate Predecessor and required under the
    terms of our long-term debt agreements. These agreements were
    subsequently assigned from Coffeyville Acquisition LLC to
    Coffeyville Resources, LLC on June 24, 2005. The total
    notional quantities on the date of execution were
    100,911,000 barrels of crude oil, 2,348,802,750 gallons of
    unleaded gasoline and 1,889,459,250 gallons of heating oil.
    Pursuant to these swaps, we receive a fixed price with respect
    to the heating oil and the unleaded gasoline while we pay a
    fixed price with respect to crude oil. In June 2006, a
    subsequent swap was entered into with J. Aron to effectively
    reduce our unleaded notional quantity and increase our heating
    oil notional quantity by 229,671,750 gallons over the period
    July 2, 2007 to June 30, 2010. Additionally, several
    other swaps were entered into with J. Aron to adjust effective
    net notional amounts of the aggregate position to better align
    with actual production volumes. The swap agreements were
    executed at the prevailing market rate at the time of execution
    and management believed the swap agreements would provide an
    economic hedge on future transactions. At December 31, 2007
    the net notional open amounts under these swap agreements were
    42,309,750 barrels of crude oil, 888,504,750 gallons of
    heating oil and 888,504,750 gallons of unleaded gasoline. The
    purpose of these contracts is to economically hedge
    21,154,875 barrels of heating oil crack spreads, the price
    spread between crude oil and heating oil, and
    21,154,875 barrels of unleaded gasoline crack spreads, the
    price spread between crude oil and unleaded gasoline. These open
    contracts had a total unrealized net loss at December 31,
    2007 of approximately $103.2 million. 115




---



##### Table of Contents




    Our petroleum segment also holds various NYMEX positions through
    Merrill Lynch, Pierce, Fenner & Smith Incorporated. At
    December 31, 2007, we were short 140 heating oil contracts
    and 240 unleaded gasoline contracts, reflecting an unrealized
    loss of $1.3 million on that date.    Interest
    Rate Risk
      Effective


Termination


FixedNotional Amount

Date


Date


Rate$325.0 million


6/29/07



3/30/08



4.195
%$250.0 million


3/31/08



3/30/09



4.195
%$180.0 million


3/31/09



3/30/10



4.195
%$110.0 million


3/31/10



6/29/10



4.195
%    116




---



##### 



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

NumberReport of Independent Registered Public
    Accounting Firm


118Consolidated Balance Sheets as of
    December 31, 2006 and December 31, 2007


119Consolidated Statements of Operations for the
    174-day
    period ended June 23, 2005, for the
    233-day
    period ended December 31, 2005, for the year ended
    December 31, 2006, and for the year ended December 31,
    2007


120Consolidated Statements of Changes in
    Stockholders Equity/Members Equity for the
    174-day
    period ended June 23, 2005, for the
    233-day
    period ended December 31, 2005, for the year ended
    December 31, 2006, and for the year ended December 31,
    2007


121Consolidated Statements of Cash Flows for the
    174-day
    period ended June 23, 2005, for the
    233-day
    period ended December 31, 2005, for the year ended
    December 31, 2006, and for the year ended December 31,
    2007


125Notes to Consolidated Financial Statements


126   117




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm   The Board
    of Directors
    CVR Energy, Inc.:
  174-day 233-day
    174-day 233-day
      KPMG
    LLP
      118




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries



CONSOLIDATED
    BALANCE SHEETS  December 31,


December 31,2006


2007As restated()ASSETSCurrent assets:Cash and cash equivalents

$
41,919,260


$
30,508,737Accounts receivable, net of allowance for doubtful accounts of
    $375,443 and $390,532, respectively


69,589,161



86,545,870Inventories


161,432,793



254,654,523Prepaid expenses and other current assets


18,524,017



14,185,531Insurance receivable






73,860,112Income tax receivable


32,099,163



31,367,073Deferred income taxes


18,888,660



79,047,250Total current assets


342,453,054



570,169,096Property, plant, and equipment, net of accumulated depreciation


1,007,155,873



1,192,174,459Intangible assets, net


638,456



473,492Goodwill


83,774,885



83,774,885Deferred financing costs, net


9,128,258



7,514,505Insurance receivable






11,400,000Other long-term assets


6,328,989



2,849,376Total assets

$
1,449,479,515


$
1,868,355,813LIABILITIES AND EQUITYCurrent liabilities:Current portion of long-term debt

$
5,797,981


$
4,873,706Note payable and capital lease obligations






11,640,261Payable to swap counterparty


36,894,802



262,414,874Accounts payable


138,911,088



182,224,730Personnel accruals


24,731,283



36,659,475Accrued taxes other than income taxes


9,034,841



14,732,282Deferred revenue


8,812,350



13,161,103Other current liabilities


6,017,435



33,818,770Total current liabilities


230,199,780



559,525,201Long-term liabilities:Long-term debt, less current portion


769,202,019



484,328,313Accrued environmental liabilities


5,395,105



4,844,313Deferred income taxes


284,122,958



286,985,797Other long-term liabilities






1,121,722Payable to swap counterparty


72,806,486



88,230,110Total long-term liabilities


1,131,526,568



865,510,255Commitments and contingenciesMinority interest in subsidiaries


4,326,188



10,600,000Management voting common units subject to redemption,
    201,063 units issued and outstanding in 2006


6,980,907



Stockholders equity/members equityVoting common units, 22,614,937 units issued and
    outstanding in 2006


73,593,326



Management nonvoting override units, 2,976,353 units issued
    and outstanding in 2006


2,852,746



Common Stock $0.01 par value per share,
    350,000,000 shares authorized; 86,141,291 shares
    issued and outstanding






861,413Additional
    paid-in-capital






458,358,574Retained deficit






(26,499,630
)Total stockholders equity/members equity


76,446,072



432,720,357Total liabilities and stockholders equity/members
    equity

$
1,449,479,515


$
1,868,355,813     ()
    
    See Note 2 to consolidated
    financial statements.   119




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Immediate Predecesssor



Successor174 Days Ended



233 Days Ended


Year Ended


Year EndedJune 23,



December 31,


December 31,


December 31,2005



2005


2006


2007As restated()Net sales

$
980,706,261



$
1,454,259,542


$
3,037,567,362


$
2,966,864,453Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


768,067,178




1,168,137,217



2,443,374,743



2,308,740,164Direct operating expenses (exclusive of depreciation and
    amortization)


80,913,862




85,313,202



198,979,983



276,136,830Selling, general and administrative expenses (exclusive of
    depreciation and amortization)


18,341,522




18,320,030



62,600,121



93,121,755Net costs associated with flood















41,523,266Depreciation and amortization


1,128,005




23,954,031



51,004,582



60,779,175Total operating costs and expenses


868,450,567




1,295,724,480



2,755,959,429



2,780,301,190Operating income


112,255,694




158,535,062



281,607,933



186,563,263Other income (expense):Interest expense and other financing costs


(7,801,821
)



(25,007,159
)


(43,879,644
)


(61,126,183
)Interest income


511,687




972,264



3,450,190



1,099,571Gain (loss) on derivatives


(7,664,725
)



(316,062,111
)


94,493,141



(281,978,095
)Loss on extinguishment of debt


(8,093,754
)







(23,360,306
)


(1,257,764
)Other income (expense)


(762,616
)



(563,190
)


(899,831
)


355,808Total other income (expense)


(23,811,229
)



(340,660,196
)


29,803,550



(342,906,663
)Income (loss) before income taxes and minority interest in
    subsidiaries


88,444,465




(182,125,134
)


311,411,483



(156,343,400
)Income tax expense (benefit)


36,047,516




(62,968,044
)


119,840,160



(88,515,007
)Minority interest in loss of subsidiaries















210,062Net income (loss)

$
52,396,949



$
(119,157,090
)

$
191,571,323


$
(67,618,331
)Unaudited Pro Forma Information (Note 13)Net earnings (loss) per shareBasic










$
2.22


$
(0.78
)Diluted










$
2.22


$
(0.78
)Weighted average common shares outstanding:Basic











86,141,291



86,141,291Diluted











86,158,791



86,141,291     ()
    
    See Note 2 to consolidated financial statements.   120




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries



CONSOLIDATED
    STATEMENTS OF CHANGES IN

STOCKHOLDERS
    EQUITY/MEMBERS EQUITY  Voting


Nonvoting


UnearnedPreferred


Common


Compensation


TotalImmediate PredecessorMembers Equity, December 31, 2004

$
10,485,160


$
7,584,993


$
(3,985,991
)

$
14,084,162Recognition of earned compensation expense related to common
    units










3,985,991



3,985,991Contributed capital


728,724











728,724Dividends on preferred units ($0.70 per unit)


(44,083,323
)










(44,083,323
)Dividends to management on common units ($0.70 per unit)






(8,128,170
)






(8,128,170
)Net income


44,239,908



8,157,041







52,396,949Members Equity, June 23, 2005

$
11,370,469


$
7,613,864


$



$
18,984,333    121




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##### Table of Contents



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


Note ReceivableCommon Units


from ManagementSubject to Redemption


Unit Holder


TotalUnits


Dollars


Dollars


DollarsSuccessorFor the 233 days ended December 31, 2005, and the
    year ended December 31, 2006Balance at May 13, 2005





$



$



$
Issuance of 177,500 common units for cash


177,500



1,775,000







1,775,000Issuance of 50,000 common units for note receivable


50,000



500,000



(500,000
)


Adjustment to fair value for management common units






3,035,586







3,035,586Net loss allocated to management common units






(1,138,236
)






(1,138,236
)Balance at December 31, 2005


227,500



4,172,350



(500,000
)


3,672,350Payment of note receivable










150,000



150,000Forgiveness of note receivable










350,000



350,000Adjustment to fair value for management common units






4,239,548







4,239,548Prorata reduction of management common units outstanding


(26,437
)










Distributions to management on common units






(3,119,188
)






(3,119,188
)Net income allocated to management common units






1,688,197







1,688,197Balance at December 31, 2006


201,063



6,980,907







6,980,907Adjustment to fair value for management common units, as
    restated()






2,037,208







2,037,208Net loss allocated to management common units, as
    restated()






(362,353
)






(362,353
)Change from partnership to corporate reporting structure


(201,063
)


(8,655,762
)






(8,655,762
)Balance at December 31, 2007





$



$



$
     ()
    
    See Note 2 to consolidated financial statements.   122




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##### Table of Contents



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


ManagementNonvoting Override


Nonvoting OverrideVoting Common Units


Operating Units


Value Units


TotalUnits


Dollars


Units


Dollars


Units


Dollars


DollarsFor the 233 days ended December 31, 2005, and the
    year ended December 31, 2006Balance at May 13, 2005





$







$







$



$
Issuance of 23,588,500 common units for cash


23,588,500



235,885,000



















235,885,000Issuance of 919,630 nonvested operating override units










919,630















Issuance of 1,839,265 nonvested value override units


















1,839,265







Recognition of share-based compensation expense related to
    override units














602,381







395,187



997,568Adjustment to fair value for management common units






(3,035,586
)


















(3,035,586
)Net loss allocated to common units






(118,018,854
)


















(118,018,854
)Balance at December 31, 2005


23,588,500



114,830,560



919,630



602,381



1,839,265



395,187



115,828,128Issuance of 2,000,000 common units for cash


2,000,000



20,000,000



















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














1,160,530







694,648



1,855,178Adjustment to fair value for management common units






(4,239,548
)


















(4,239,548
)Prorata reduction of common units outstanding


(2,973,563
)






















Issuance of 72,492 nonvested operating override units










72,492















Issuance of 144,966 nonvested value override units


















144,966







Distributions to common unit holders






(246,880,812
)


















(246,880,812
)Net income allocated to common units






189,883,126



















189,883,126Balance at December 31, 2006


22,614,937



73,593,326



992,122



1,762,911



1,984,231



1,089,835



76,446,072Recognition of share-based compensation expense related to
    override units














1,017,157







700,771



1,717,928Adjustment to fair value for management common units, as
    restated()






(2,037,208
)


















(2,037,208
)Adjustment to fair value for minority interest






(1,053,248
)


















(1,053,248
)Reversal of minority interest fair value adjustments upon
    redemption of the minority interest






1,053,248



















1,053,248Net loss allocated to common units, as restated()






(40,756,348
)


















(40,756,348
)Change from partnership to corporate reporting structure, as
    restated()


(22,614,937
)


(30,799,770
)


(992,122
)


(2,780,068
)


(1,984,231
)


(1,790,606
)


(35,370,444
)Balance at December 31, 2007





$







$







$



$
     ()
    
    See Note 2 to consolidated
    financial statements.   123




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##### Table of Contents



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


AdditionalShares





Paid-In


RetainedIssued


Amount


Capital


Deficit


TotalBalance at January 1, 2007





$



$



$



$
Change from partnership to corporate reporting structure, as
    restated()


62,866,720



628,667



43,397,539







44,026,206Issuance of common stock in exchange for minority interest of
    related party


247,471



2,475



4,699,474







4,701,949Cash dividend declared










(10,600,000
)






(10,600,000
)Public offering of common stock, net of stock issuance costs of
    $39,873,655


22,917,300



229,173



395,325,872







395,555,045Purchase of common stock by employees through share purchase
    program


82,700



827



1,570,473







1,571,300Share-based compensation










23,399,639







23,399,639Issuance of common stock to employees


27,100



271



565,577







565,848Net loss, as restated()














(26,499,630
)


(26,499,630
)Balance at December 31, 2007, as restated()


86,141,291


$
861,413


$
458,358,574


$
(26,499,630
)

$
432,720,357     ()
    
    See Note 2 to consolidated
    financial statements.   124




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  ImmediatePredecessor



Successor174 Days Ended



233 Days Ended


Year Ended


Year EndedJune 23,



December 31,


December 31,


December 31,2005



2005


2006


2007As restated()Cash flows from operating activities:Net income (loss)

$
52,396,949



$
(119,157,090
)

$
191,571,323


$
(67,618,331
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


1,128,005




23,954,031



51,004,582



68,406,248Provision for doubtful accounts


(190,468
)



275,189



100,255



15,089Amortization of deferred financing costs


812,166




1,751,041



3,336,795



2,777,504Loss on disposition of fixed assets











1,188,360



1,272,375Loss on extinguishment of debt


8,093,754








23,360,306



1,257,764Forgiveness of note receivable











350,000



Share-based compensation


3,985,991




1,092,587



16,903,737



44,082,919Minority interest in loss of subsidiaries















(210,062
)Changes in assets and liabilities, net of effect of acquisition:Accounts receivable


(11,334,177
)



(34,506,244
)


1,870,636



(16,971,798
)Inventories


(59,045,550
)



1,895,473



(7,156,975
)


(84,979,773
)Prepaid expenses and other current assets


(937,543
)



(6,491,633
)


(5,383,117
)


4,848,136Insurance receivable















(105,260,092
)Insurance proceeds for flood















19,999,980Other long-term assets


3,036,659




(4,651,733
)


1,971,859



3,245,963Accounts payable


16,124,794




40,655,763



5,004,826



59,110,549Accrued income taxes


4,503,574




(136,398
)


(37,038,777
)


732,090Deferred revenue


(9,073,050
)



9,983,132



(3,217,637
)


4,348,753Other current liabilities


1,254,196




10,404,693



4,591,121



27,027,465Payable to swap counterparty







256,722,289



(147,021,001
)


240,943,696Accrued environmental liabilities


(1,553,184
)



(538,365
)


(1,614,283
)


(550,792
)Other long-term liabilities


(297,105
)



(295,776
)






1,121,722Deferred income taxes


3,803,937




(98,424,817
)


86,770,299



(57,684,269
)Net cash provided by operating activities


12,708,948




82,532,142



186,592,309



145,915,136Cash flows from investing activities:Cash paid for acquisition of Immediate Predecessor, net of cash
    acquired







(685,125,669
)






Capital expenditures


(12,256,793
)



(45,172,134
)


(240,225,392
)


(268,592,539
)Net cash used in investing activities


(12,256,793
)



(730,297,803
)


(240,225,392
)


(268,592,539
)Cash flows from financing activities:Revolving debt payments


(343,449
)



(69,286,016
)


(900,000
)


(345,800,000
)Revolving debt borrowings


492,308




69,286,016



900,000



345,800,000Proceeds from issuance of long-term debt







500,000,000



805,000,000



50,000,000Principal payments on long-term debt


(375,000
)



(562,500
)


(529,437,500
)


(335,797,981
)Payment of financing costs







(24,628,315
)


(9,363,681
)


(2,491,327
)Prepayment penalty on extinguishment of debt











(5,500,000
)


Payment of note receivable











150,000



Issuance of members equity







237,660,000



20,000,000



Net proceeds from sale of common stock















399,556,188Distribution of members equity


(52,211,493
)







(250,000,000
)


(10,600,000
)Sale of managing general partnership interest















10,600,000Net cash provided by (used in) financing activities


(52,437,634
)



712,469,185



30,848,819



111,266,880Net increase (decrease) in cash and cash equivalents


(51,985,479
)



64,703,524



(22,784,264
)


(11,410,523
)Cash and cash equivalents, beginning of period


52,651,952








64,703,524



41,919,260Cash and cash equivalents, end of period

$
666,473



$
64,703,524


$
41,919,260


$
30,508,737Supplemental disclosuresCash paid for income taxes, net of refunds (received)

$
27,040,000



$
35,593,172


$
70,108,638


$
(31,562,828
)Cash paid for interest

$
7,287,351



$
23,578,178


$
51,854,047


$
56,886,131Non-cash investing and financing activities:Step-up in
    basis in property for exchange of common stock for minority
    interest, net of deferred taxes of $388,518

$




$



$



$
585,822Accrual of construction in progress additions

$




$



$
45,991,429


$
(15,268,284
)Contributed capital through Leiber tax savings

$
728,724



$



$



$
Notes payable and capital lease obligations for insurance and
    inventory

$




$



$



$
11,640,261     See Note 2
    to consolidated financial statements.
  125




---



##### 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.
       126




---



##### Table of Contents



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




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            
    5,250,000 common units representing limited partner interests,
    all of which the Partnership will sell in the initial public
    offering;
    18,750,000 GP units representing special general partner
    interests, all of which will be held by the Partnerships
    special general partner;
    18,000,000 subordinated GP units representing special general
    partner interests, all of which will be held by the
    Partnerships special general partner;
    incentive distribution rights representing limited partner
    interests, all of which will be held by the Partnerships
    managing general partner; and
    a managing general partner interest, which is not entitled to
    any distributions, which is held by the Partnerships
    managing general partner. 128




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       
    First, to the holders of common units and GP units until each
    common unit and GP unit has received a minimum quarterly
    distribution of $0.375 plus any arrearages from prior quarters;
    Second, to the holders of subordinated units, until each
    subordinated unit has received a minimum quarterly distribution
    of $0.375; and
    Third, to all unitholders, pro rata, until each unit has
    received a quarterly distribution of $0.4313.             129




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    per-unit 90-day
  Successor
    and Immediate Predecessor
           130




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Successor
    Acquisition
    Assets acquiredCash

$
666,473Accounts receivable


37,328,997Inventories


156,171,291Prepaid expenses and other current assets


4,865,241Intangibles, contractual agreements


1,322,000Goodwill


83,774,885Other long-term assets


3,837,647Property, plant, and equipment


750,910,245Total assets acquired

$
1,038,876,779Liabilities assumedAccounts payable

$
47,259,070Other current liabilities


16,017,210Current income taxes


5,076,012Deferred income taxes


276,888,816Other long-term liabilities


7,843,529Total liabilities assumed

$
353,084,637Cash paid for acquisition of Immediate Predecessor

$
685,792,142  131




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (2)
    Restatement
    of Financial Statements           132




---



##### Table of Contents



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





AsAssets

Reported


Adjustment


restatedConsolidated Balance SheetCurrent assets:Cash and cash equivalents

$
30,508,737


$



$
30,508,737Accounts receivable, net of allowance for doubtful accounts of
    $375,443 and $390,532, respectively


86,545,870







86,545,870Inventories


249,243,198



5,411,325



254,654,523Prepaid expenses and other current assets


14,185,531







14,185,531Insurance receivable


73,860,112







73,860,112Income tax receivable


25,273,016



6,094,057



31,367,073Deferred income taxes


78,264,910



782,340



79,047,250Total current assets


557,881,374



12,287,722



570,169,096Property, plant, and equipment, net of accumulated depreciation


1,192,174,459







1,192,174,459Intangible assets, net


473,492







473,492Goodwill


83,774,885







83,774,885Deferred financing costs, net


7,514,505







7,514,505Insurance receivable


11,400,000







11,400,000Other long-term assets


2,849,376







2,849,376Total assets

$
1,856,068,091


$
12,287,722


$
1,868,355,813  Liabilities and EquityCurrent liabilities:Current portion of long-term debt

$
4,873,706







4,873,706Note payable and capital lease obligations


11,640,261







11,640,261Payable to swap counterparty


262,414,874







262,414,874Accounts payable


159,142,252



23,082,478



182,224,730Personnel accruals


36,659,475







36,659,475Accrued taxes other than income taxes


14,732,282







14,732,282Deferred revenue


13,161,103







13,161,103Other current liabilities


33,818,770







33,818,770Total current liabilities


536,442,723



23,082,478



559,525,201Long-term liabilities:Long-term debt, less current portion


484,328,313







484,328,313Accrued environmental liabilities


4,844,313







4,844,313Deferred income taxes


286,985,797







286,985,797Other long-term liabilities


1,121,722







1,121,722Payable to swap counterparty


88,230,110







88,230,110Total long-term liabilities


865,510,255







865,510,255Commitments and contingencies










Minority interest in subsidiaries


10,600,000







10,600,000Management voting common units subject to redemption,
    201,063 units issued and outstanding in 2006










Stockholders equity/members equityVoting common units, 22,614,937 units issued and
    outstanding in 2006










Management nonvoting override units, 2,976,353 units issued
    and
    outstanding in 2006










Common Stock $0.01 par value per share,
    350,000,000 shares authorized; 86,141,291 shares
    issued and outstanding


861,413







861,413Additional
    paid-in-capital


460,550,842



(2,192,268
)


458,358,574Retained deficit


(17,897,142
)


(8,602,488
)


(26,499,630
)Total stockholders equity/members equity


443,515,113



(10,794,756
)


432,720,357Total liabilities and stockholders equity/members
    equity

$
1,856,068,091


$
12,287,722


$
1,868,355,813   133




---



##### Table of Contents



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


Adjustment


As restatedNet sales

$
2,966,864,453


$



$
2,966,864,453Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


2,291,069,011



17,671,153



2,308,740,164Direct operating expenses (exclusive of depreciation and
    amortization)


276,136,830







276,136,830Selling, general and administrative expenses  (exclusive of
    depreciation and amortization)


93,121,755







93,121,755Net costs associated with flood


41,523,266







41,523,266Depreciation and amortization


60,779,175







60,779,175Total operating costs and expenses


2,762,630,037



17,671,153



2,780,301,190Operating income


204,234,416



(17,671,153
)


186,563,263Other income (expense):Interest expense and other financing costs


(61,126,183
)






(61,126,183
)Interest income


1,099,571







1,099,571Gain (loss) on derivatives


(281,978,095
)






(281,978,095
)Loss on extinguishment of debt


(1,257,764
)






(1,257,764
)Other income (expense)


355,808







355,808Total other income (expense)


(342,906,663
)






(342,906,663
)Income (loss) before income taxesand minority interest in subsidiaries


(138,672,247
)


(17,671,153
)


(156,343,400
)Income tax expense (benefit)


(81,638,610
)


(6,876,397
)


(88,515,007
)Minority interest in loss of subsidiaries


210,062







210,062Net income (loss)

$
(56,823,575
)

$
(10,794,756
)

$
(67,618,331
)Unaudited Pro Forma Information (Note 13)Net earnings (loss) per shareBasic

$
(0.66
)

$
(0.12
)

$
(0.78
)Diluted

$
(0.66
)

$
(0.12
)

$
(0.78
)Weighted average common shares outstanding:Basic


86,141,291







86,141,291Diluted


86,141,291







86,141,291     (3)
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Cash
    and Cash Equivalents
   134




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##### Table of Contents



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

Lives, in YearsImprovements to land

15 to 20Buildings

20 to 30Machinery and equipment

5 to 30Automotive equipment

5Furniture and fixtures

3 to 7    135




---



##### 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
  174-day 233-day
  174-day 233-day
 136




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  174-day 233-day
  Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in
    Income Taxes an Interpretation of FASB No. 109
  Consolidation
    of Variable Interest Entities
  Consolidation of Variable Interest Entities and/or
  Impairment
    of Long-Lived Assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Revenue
    Recognition
   137




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shipping
    Costs
    Derivative
    Instruments and Fair Value of Financial
    Instruments
  Accounting for Derivative Instruments and Hedging
    Activities.
    Share-Based
    Compensation
  Share-Based Payments EITF 00-12 No. 00-12, Accounting by an Investor for Stock-Based Compensation
    Granted to Employees of an Equity Method Investee (EITF 00-12).
  EITF 00-12, No. 96-18, Accounting for Equity Investments That Are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling
    Goods or Services
      Environmental
    Matters
   138




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Use of
    Estimates
    New
    Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities Disclosures about Fair Value of
    Financial Instruments
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
 139




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (4)
    Members
    Equity and Share Based Compensation  174-day
        No. D-98, Classification and Measurement of Redeemable Securities
       140




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      233-day
          919,630
    override operating units at an adjusted benchmark value of
    $11.31 per unit
  Share
    Based Compensation
 141




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  191-day EITF 00-12 EITF 96-18,
    Grant Date

Remeasurement DateEstimated forfeiture rate

None

NoneExplicit service period

Based on forfeiture schedule below

Based on forfeiture schedule belowGrant  date; fair value  controlling basis

$5.16 per share

October 16, 2007 (date of modification) estimated fair value



$39.53December 31, 2007 estimated fair value

N/A

$51.84 per shareMarketability and minority interest discounts

24% discount

15% discountVolatility

37%

35.8%   72,492
    override operating units at a benchmark value of $34.72 per
    unit
   142




---



##### Table of Contents



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

Remeasurement DateEstimated forfeiture rate

None

NoneExplicit service period

Based on forfeiture schedule below

Based on forfeiture schedule belowGrant  date; fair value  controlling basis

$8.15 per share

October 16, 2007 (date of modification) estimated fair value



$20.34December 31, 2007 estimated fair value

N/A

$32.65 per shareMarketability and minority interest discounts

20% discount

15% discountVolatility

41%

35.8%     ForfeitureMinimum Period Held

Percentage2 years


75
%3 years


50
%4 years


25
%5 years


0
%     1,839,265
    override value units at an adjusted benchmark value of $11.31
    per unit
    191-day
 143




---



##### Table of Contents



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

Remeasurement DateEstimated forfeiture rate

None

NoneDerived service period

6 years

6 yearsGrant  date; fair value  controlling basis

$2.91 per share

October 16, 2007 (date of modification) estimated fair value



$39.53December 31, 2007 estimated fair value

N/A

$51.84 per shareMarketability and minority interest discounts

24% discount

15% discountVolatility

37%

35.8%   144,966
    override value units at a benchmark value of $34.72 per
    unit
        Grant Date

Remeasurement DateEstimated forfeiture rate

None

NoneDerived service period

6 years

6 yearsGrant  date; fair value  controlling basis

$8.15 per share

October 16, 2007 (date of modification) estimated fair value



$20.34December 31, 2007 estimated fair value

N/A

$32.65 per shareMarketability and minority interest discounts

20% discount

15% discountVolatility

41%

35.8%  144




---



##### Table of Contents



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

Percentage2 years


75
%3 years


50
%4 years


25
%5 years


0
%     Year ending

Override


OverrideDecember 31,

Operating Units


Value Units2008

$
7,882


$
16,9242009


4,087



16,9242010


1,217



16,9242011






7,138$
13,186


$
57,910   Phantom
    Unit Appreciation Plan
  191-day
    138,281
    override units with a benchmark amount of $10
   145




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share Based
    Compensation EITF 00-12 EITF 96-18. EITF 00-12,
    Estimated forfeiture rate

NoneExplicit Service Period

Based on forfeiture schedule aboveDecember 31, 2007 estimated fair value

$0.02 per shareMarketability and minority interest discount

15% discountVolatility

34.7%   step-up
    Long Term
    Incentive Plan
    Shares Available for Issuance.
   146




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedAverageGrant-DateNon-Vested Shares

Shares


Fair Value(In 000s)Non-vested at December 31, 2006

$



$
Granted


18



20.88Vested






Forfeited






Non-vested at December 31, 2007

$
18


$
20.88       WeightedWeighted


AverageAverage


RemainingExercise


ContractualOptions

Shares


Price


Term(In 000s)Outstanding, December 31, 2006





$




Granted


19


$
21.61



9.89Exercised






Forfeited






Expired






Outstanding, December 31, 2007


19


$
21.61



9.89Vested or expected to vest at December 31, 2007






Exercisable at December 31, 2007






    147




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Inventories    SuccessorDecember 31,


December 31,2006


2007As restated()Finished goods

$
59,722


$
109,394Raw materials and catalysts


60,810



92,104In-process inventories


18,441



29,817Parts and supplies


22,460



23,340$
161,433


$
254,655     ()
    
    See Note 2 to consolidated financial statements.  (6)
    Property,
    Plant, and Equipment    SuccessorDecember 31,


December 31,2006


2007Land and improvements

$
11,028


$
13,058Buildings


11,042



17,541Machinery and equipment


864,140



1,108,858Automotive equipment


4,175



5,171Furniture and fixtures


5,364



6,304Leasehold improvements


887



929Construction in progress


184,531



182,0461,081,167



1,333,907Accumulated depreciation


74,011



141,733$
1,007,156


$
1,192,174     (7)
    Goodwill
    and Intangible Assets  Goodwill and Other Intangible
    Assets
 148




---



##### Table of Contents



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

ContractualDecember 31,

Agreements2008


642009


332010


332011


332012


28Thereafter


282473   (8)
    Deferred
    Financing Costs    EITF 96-19, Debtors Accounting for Modification or Exchange of Debt
    Instruments EITF 98-14, Debtors Accounting for Changes in
    Line-of-Credit
    or Revolving-Debt Arrangements
   149




---



##### Table of Contents



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


December 31,2006


2007Deferred financing costs

$
11,065


$
12,278Less accumulated amortization


21



2,778Unamortized deferred financing costs


11,044



9,500Less current portion


1,916



1,985$
9,128


$
7,515     Year Ending

DeferredDecember 31,

Financing2008

$
1,9852009


1,9682010


1,9532011


1,4362012


1,426Thereafter


732$
9,500   (9)
    Note
    Payable and Capital Lease Obligations      (10)
    Flood     150




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  45-day 45-day
       151




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Income
    Taxes    ImmediatePredecessor



Successor174 Days



233 Days


Year


YearEnded



Ended


Ended


EndedJune 23,



December 31,


December 31,


December 31,2005



2005


2006


2007As restated()CurrentFederal

$
26,145



$
29,000


$
26,096


$
(26,814
)State


6,099




6,457



6,974



(4,017
)Total current


32,244




35,457



33,070



(30,831
)DeferredFederal


3,083




(80,500
)


69,836



(21,434
)State


721




(17,925
)


16,934



(36,250
)Total deferred


3,804




(98,425
)


86,770



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

$
36,048



$
(62,968
)

$
119,840


$
(88,515
)     ImmediatePredecessor



Successor174 Days



233 Days


Year


YearEnded



Ended


Ended


EndedJune 23,



December 31,


December 31,


December 31,2005



2005


2006


2007As restated()Tax computed at federal statutory rate

$
30,956



$
(63,744
)

$
108,994


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


4,433




(7,454
)


15,618



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











(78
)


(19,792
)Manufacturing activities deduction


(825
)



(897
)


(1,089
)


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











(4,462
)


(17,259
)Loss on unexercised option agreements with no tax benefit to
    Successor







8,750







Non-deductible share based compensation


1,395




349



649



8,771Other, net


89




28



208



867Total income tax expense (benefit)

$
36,048



$
(62,968
)

$
119,840


$
(88,515
)     ()
    
    See Note 2 to consolidated financial statements.   152




---



##### Table of Contents



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


December 31,2006


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

$
150


$
156Personnel accruals


5,072



12,757Inventories


673



671Unrealized derivative losses, net


40,389



85,650Low sulfur diesel fuel credit carry forward






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






4,158Accrued expenses


249



1,713Deferred revenue






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






17,475Other






353Total Gross deferred income tax assets


46,533



144,196Deferred income tax liabilities:Property, plant, and equipment


(309,472
)


(348,901
)Prepaid Expenses


(1,140
)


(3,233
)Other


(1,155
)


Total Gross deferred income tax liabilities


(311,767
)


(352,134
)Net deferred income tax liabilities

$
(265,234
)

$
(207,938
)     ()
    
    See Note 2 to consolidated financial statements.     153




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Balance as of January 1, 2007

$
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, 2007

$
0   (12)
    Long-Term
    Debt     154




---



##### Table of Contents



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


MaximumFiscal Quarter Ending

Coverage Ratio


Leverage RatioMarch 31, 2008


3.25:1.00



3.25:1.00June 30, 2008


3.25:1.00



3.00:1.00September 30, 2008


3.25:1.00



2.75:1.00December 31, 2008


3.25:1.00



2.50:1.00March 31, 2009  December 31, 2009


3.75:1.00



2.25:1.00March 31, 2010 and thereafter


3.75:1.00



2.00:1.00  155




---



##### Table of Contents



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


AmountFirst lien Tranche D term loans; principal payments


2008


$
4,873,706of .25% of the principal balance due quarterly commencing


2009



4,825,151April 2007, increasing to 23.5% of the principal balance due


2010



4,777,080quarterly commencing April 2013, with a final


2011



4,729,488payment of the aggregate remaining unpaid principal balance


2012



4,682,370due December 2013


Thereafter



465,314,224$
489,202,019          156




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (13)
    Pro Forma
    Earnings Per Share        December 312006


2007(Unaudited)


(Unaudited)(As restated)()(In thousands)Net income (loss)

$
191,571


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


100



100Effect of 628,667.20 to 1 stock split


62,866,620



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


247,471



247,471Issuance of common shares to employees


27,100



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


23,000,000



23,000,000Basic weighted average shares outstanding


86,141,291



86,141,291Dilutive securities  issuance of nonvested common
    shares to board of directors


17,500



Diluted weighted average shares outstanding


86,158,791



86,141,291Pro forma basic earnings (loss) per share

$
2.22


$
(0.78
)Pro forma dilutive earnings (loss) per share

$
2.22


$
(0.78
)     ()
    
    See Note 2 to consolidated financial statements. 157




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (14)
    Benefit
    Plans    (15)
    Commitments
    and Contingent Liabilities    Year ending

Operating


UnconditionalDecember 31,

Leases


Purchase Obligations2008


4,207,291



25,235,3352009


3,270,986



25,248,4902010


1,678,718



52,781,4432011


946,894



50,958,1232012


195,438



48,351,815Thereafter


9,475



366,362,946$
10,308,802


$
568,938,152   174-day 233-day
  174-day 233-day
     158




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  174-day 233-day
  174-day 233-day
  Mid-America 174-day 233-day
  233-day
     159




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      On-Site
     160




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        construction-in-progress
         161




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               162




---



##### Table of Contents



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

Amount2008

$
2,8022009


6872010


1,5562011


3132012


313Thereafter


3,282Undiscounted total


8,953Less amounts representing interest at 3.90%


1,307Accrued environmental liabilities at December 31, 2007

$
7,646      163




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    174-day 233-day
    (16)
    Derivative
    Financial Instruments    Predecessor



Successor174 Days



174 Days


YearEnded June 23,



Ended December 31,


Ended December 31,2005



2005


2006


2007Realized loss on swap agreements

$




$
(59,300,670
)

$
(46,768,651
)

$
(157,238,799
)Unrealized gain (loss) on swap agreements







(235,851,568
)


126,771,145



(103,211,660
)Loss on termination of swap







(25,000,000
)






Realized gain (loss) on other agreements


(7,664,725
)



(1,867,513
)


8,361,050



(15,346,204
)Unrealized gain (loss) on other agreements







(1,697,640
)


2,411,340



(1,348,064
)Realized gain (loss) on interest rate swap agreements







(103,731
)


4,398,164



4,115,272Unrealized gain (loss) on interest rate swap agreements







7,759,011



(679,908
)


(8,948,640
)Total gain (loss) on derivatives

$
(7,664,725
)


$
(316,062,111
)

$
94,493,140


$
(281,978,095
)     Accounting for
    Derivative Instruments and Hedging Activities
   164




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  233-day
    174-day 233-day
    Notional


FixedPeriod Covered

Amount


Interest RateJune 30, 2007 to March 31, 2008


325 million



4.195
%March 31, 2008 to March 31, 2009


250 million



4.195
%March 31, 2009 to March 31, 2010


180 million



4.195
%March 31, 2010 to June 30, 2010


110 million



4.195
%   233-day
  (17)
    Related
    Party Transactions     165




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                   166




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             167




---



##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              (18)
    Business
    Segments  Disclosures About Segments of an Enterprise and Related
    Information
  174-day 233-day
  Petroleum
   168




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  174-day 233-day
  Nitrogen
    Fertilizer
  174-day 233-day
  Other
    Segment
    SuccessorPredecessor174 Days



233 Days


YearEnded



Ended


EndedJune 23,



December 31,


December 31,2005



2005


2006Net salesPetroleum

$
903,802,983



$
1,363,390,142


$
2,880,442,544Nitrogen Fertilizer


79,347,843




93,651,855



162,464,533Other











Intersegment elimination


(2,444,565
)



(2,782,455
)


(5,339,715
)Total

$
980,706,261



$
1,454,259,542


$
3,037,567,362Cost of product sold (exclusive of depreciation and amortization)Petroleum

$
761,719,405



$
1,156,208,301


$
2,422,717,768Nitrogen Fertilizer


9,125,852




14,503,824



25,898,902Other











Intersegment elimination


(2,778,079
)



(2,574,908
)


(5,241,927
)Total

$
768,067,178



$
1,168,137,217


$
2,443,374,743Direct operating expenses (exclusive of depreciation and
    amortization)Petroleum

$
52,611,148



$
56,159,473


$
135,296,759Nitrogen Fertilizer

$
28,302,714




29,153,729



63,683,224Other











Total

$
80,913,862



$
85,313,202


$
198,979,983Depreciation and amortizationPetroleum

$
770,728



$
15,566,987


$
33,016,619Nitrogen Fertilizer


316,446




8,360,911



17,125,897Other


40,831




26,133



862,066Total

$
1,128,005



$
23,954,031


$
51,004,582Operating income (loss)Petroleum

$
76,654,428



$
123,044,854


$
245,577,550Nitrogen Fertilizer


35,267,752




35,731,056



36,842,252Other


333,514




(240,848
)


(811,869
)Total

$
112,255,694



$
158,535,062


$
281,607,933 169




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SuccessorPredecessor174 Days



233 Days


YearEnded



Ended


EndedJune 23,



December 31,


December 31,2005



2005


2006Capital expendituresPetroleum

$
10,790,042



$
42,107,751


$
223,553,105Nitrogen fertilizer


1,434,921




2,017,385



13,257,681Other


31,830




1,046,998



3,414,606Total

$
12,256,793



$
45,172,134


$
240,225,392Total assetsPetroleum










$
907,314,951Nitrogen Fertilizer











417,657,093Other











124,507,471Total










$
1,449,479,515GoodwillPetroleum










$
42,806,422Nitrogen Fertilizer











40,968,463Other











Total










$
83,774,885   SuccessorYear Ended December 31, 2007PreviouslyReported


Adjustment


As restated()Net salesPetroleum

$
2,806,204,271


$



$
2,806,204,271Nitrogen Fertilizer


165,855,287







165,855,287Other










Intersegment elimination


(5,195,105
)






(5,195,105
)Total

$
2,966,864,453


$



$
2,966,864,453Cost of product sold (exclusive of depreciation and amortization)Petroleum

$
2,282,554,819


$
17,671,153


$
2,300,225,972Nitrogen Fertilizer


13,041,955







13,041,955Other










Intersegment elimination


(4,527,763
)






(4,527,763
)Total

$
2,291,069,011


$
17,671,153


$
2,308,740,164Direct operating expenses (exclusive of depreciation and
    amortization)Petroleum

$
209,473,936


$



$
209,473,936Nitrogen Fertilizer


66,662,894







66,662,894Other










Total

$
276,136,830


$



$
276,136,830Net costs associated with floodPetroleum

$
36,668,619


$



$
36,668,619Nitrogen Fertilizer


2,431,957







2,431,957Other


2,422,690







2,422,690Total

$
41,523,266


$



$
41,523,266   ()
    
    See Note 2 to consolidated
    financial statements. 170




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SuccessorYear Ended December 31, 2007PreviouslyReported


Adjustment


As restated()Depreciation and amortizationPetroleum

$
43,040,267


$



$
43,040,267Nitrogen Fertilizer


16,819,147







16,819,147Other


919,761







919,761Total

$
60,779,175


$



$
60,779,175Operating income (loss)Petroleum

$
162,547,830


$
(17,671,153
)

$
144,876,677Nitrogen Fertilizer


46,592,747







46,592,747Other


(4,906,161
)






(4,906,161
)Total

$
204,234,416


$
(17,671,153
)

$
186,563,263Capital expendituresPetroleum

$
261,561,642


$



$
261,561,642Nitrogen Fertilizer


6,487,455







6,487,455Other


543,442







543,442Total

$
268,592,539


$



$
268,592,539Total assetsPetroleum

$
1,271,712,398


$
5,411,325


$
1,277,123,723Nitrogen Fertilizer


446,762,980







446,762,980Other


137,592,713



6,876,397



144,469,110Total

$
1,856,068,091


$
12,287,722


$
1,868,355,813GoodwillPetroleum

$
42,806,422


$



$
42,806,422Nitrogen Fertilizer


40,968,463







40,968,463Other










Total

$
83,774,885


$



$
83,774,885   ()
    
    See Note 2 to consolidated
    financial statements. 171




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##### Table of Contents



CVR
    Energy, Inc. and Subsidiaries
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (19)
    Major
    Customers and Suppliers    SuccessorPredecessor174 Days



233 Days


Year


YearEnded



Ended


Ended


EndedJune 23,



December 31,


December 31,


December 31,2005



2005


2006


2007PetroleumCustomer A


17
%



16
%


2
%


3
%Customer B


5
%



6
%


5
%


5
%Customer C


17
%



15
%


15
%


12
%Customer D


14
%



17
%


10
%


7
%Customer E


11
%



11
%


10
%


9
%Customer F


8
%



7
%


9
%


10
%72
%



72
%


51
%


46
%Nitrogen FertilizerCustomer G


16
%



10
%


5
%


3
%Customer H


9
%



10
%


7
%


18
%25
%



20
%


12
%


21
%     SuccessorPredecessor174 Days



233 Days


Year


YearEnded



Ended


Ended


EndedJune 23,



December 31,


December 31,


December 31,2005



2005


2006


2007As restated ()Supplier A


82
%



73
%






Supplier B











67
%


63
%82
%



73
%


67
%


63
%     ()
    
    See Note 2 to consolidated financial statements.    SuccessorPredecessor174 Days



233 Days


Year


YearEnded



Ended


Ended


EndedJune 23,



December 31,


December 31,


December 31,2005



2005


2006


2007Supplier


4
%



5
%


8
%


5
%  172




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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, 2006QuarterFirst


Second


Third


FourthNet sales

$
669,727,347


$
880,839,282


$
778,586,242


$
708,414,491Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


539,538,749



663,910,456



644,627,352



595,298,186Direct operating expenses (exclusive of depreciation and
    amortization)


44,287,963



43,477,747



56,695,517



54,518,757Selling, general and administrative (exclusive of depreciation
    and amortization)


8,493,544



11,975,927



12,326,943



29,803,707Net costs associated with flood














Depreciation and amortization


12,003,797



12,018,311



12,787,536



14,194,938Total operating costs and expenses


604,324,053



731,382,441



726,437,348



693,815,588Operating income (loss)


65,403,294



149,456,841



52,148,894



14,598,903Other income (expense):Interest expense and other financing costs


(12,206,618
)


(10,129,002
)


(10,681,064
)


(10,862,960
)Interest income


590,075



1,093,082



1,090,792



676,241Gain (loss) on derivatives


(17,615,311
)


(108,846,732
)


171,208,895



49,746,289Loss on extinguishment of debt














(23,360,306
)Other income (expense)


57,614



(320,478
)


573,569



(1,210,535
)Total other income (expense)


(29,174,240
)


(118,203,130
)


162,192,192



14,988,729Income before income taxes and minority interest


36,229,054



31,253,711



214,341,086



29,587,632Income tax expense (benefit)


14,106,160



11,619,396



85,302,273



8,812,331Minority interest in (income) loss of subsidiaries














Net income

$
22,122,894


$
19,634,315


$
129,038,813


$
20,775,301Unaudited Pro Forma Information (Note 13)Net earnings per shareBasic

$
0.26


$
0.23


$
1.50


$
0.24Diluted

$
0.26


$
0.23


$
1.50


$
0.24Weighted average common shares outstandingBasic


86,141,291



86,141,291



86,141,291



86,141,291Diluted


86,158,791



86,158,791



86,158,791



86,158,791  173




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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, 2007QuarterFirst


SecondNet sales

$
390,482,819


$
843,413,093Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


303,670,229



569,623,094Direct operating expenses (exclusive of depreciation and
    amortization)


113,411,569



60,954,515Selling, general and administrative (exclusive of depreciation
    and amortization)


13,149,892



14,937,401Net costs associated with flood






2,138,942Depreciation and amortization


14,235,431



17,957,027Total operating costs and expenses


444,467,121



665,610,979Operating income (loss)


(53,984,302
)


177,802,114Other income (expense):Interest expense and other financing costs


(11,856,624
)


(15,762,799
)Interest income


451,984



161,332Gain (loss) on derivatives


(136,959,221
)


(155,485,213
)Loss on extinguishment of debt






Other income (expense)


764



101,470Total other income (expense)


(148,363,097
)


(170,985,210
)Income (loss) before income taxes and minority interest


(202,347,399
)


6,816,904Income tax expense (benefit)


(47,297,700
)


(93,668,582
)Minority interest in (income) loss of subsidiaries


675,747



(418,999
)Net income (loss)

$
(154,373,952
)

$
100,066,487Unaudited Pro Forma Information (Note 13)Net earnings (loss) per shareBasic

$
(1.79
)

$
1.16Diluted

$
(1.79
)

$
1.16Weighted average common shares outstandingBasic


86,141,291



86,141,291Diluted


86,141,291



86,158,791   174




---



##### Table of Contents



Year Ended December 31, 2007QuarterThird


FourthPreviously





As


Previously





AsReported


Adjustment


restated()


Reported


Adjustment


restated()Net sales

$
585,977,758


$



$
585,977,758


$
1,146,990,783


$



$
1,146,990,783Operating costs and expenses:Cost of product sold (exclusive of depreciation and amortization)


446,169,603



7,071,757



453,241,360



971,606,085



10,599,396



982,205,481Direct operating expenses
    (exclusive of depreciation and amortization)


44,440,204







44,440,204



57,330,542







57,330,542Selling, general and administrative
    (exclusive of depreciation and amortization)


14,034,765







14,034,765



50,999,697







50,999,697Net costs associated with flood


32,192,342







32,192,342



7,191,982







7,191,982Depreciation and amortization


10,481,065







10,481,065



18,105,652







18,105,652Total operating costs and expenses


547,317,979



7,071,757



554,389,736



1,105,233,958



10,599,396



1,115,833,354Operating income (loss)


38,659,779



(7,071,757
)


31,588,022



41,756,825



(10,599,396
)


31,157,429Other income (expense):Interest expense and other financing costs


(18,339,731
)






(18,339,731
)


(15,167,029
)






(15,167,029
)Interest income


150,610







150,610



335,645







335,645Gain (loss) on derivatives


40,532,495







40,532,495



(30,066,156
)






(30,066,156
)Loss on extinguishment of debt














(1,257,764
)






(1,257,764
)Other income (expense)


52,393







52,393



201,181







201,181Total other income (expense)


22,395,767







22,395,767



(45,954,123
)






(45,954,123
)Income (loss) before income taxes
    and minority interest


61,055,546



(7,071,757
)


53,983,789



(4,197,298
)


(10,599,396
)


(14,796,694
)Income tax expense (benefit)


47,609,671



(4,879,489
)


42,730,182



11,718,001



(1,996,908
)


9,721,093Minority interest in (income) loss of subsidiaries


(46,686
)






(46,686
)










Net income (loss)

$
13,399,189


$
(2,192,268
)

$
11,206,921


$
(15,915,299
)

$
(8,602,488
)

$
(24,517,787
)Unaudited Pro Forma Information (Note 13)Net earnings (loss) per shareBasic

$
0.16


$
(0.03
)

$
0.13


$
(0.18
)

$
(0.10
)

$
(0.28
)Diluted

$
0.16


$
(0.03
)

$
0.13


$
(0.18
)

$
(0.10
)

$
(0.28
)Weighted average common shares outstandingBasic


86,141,291







86,141,291



86,141,291







86,141,291Diluted


86,158,791







86,158,791



86,141,291







86,141,291   ()
    
    See Note 2 to consolidated
    financial statements. 175




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures.
  Form 10-K/A,
        Changes in Internal Control Over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
  Managements Assessment of Internal
    Controls.
 176




---



##### Table of Contents



Form 10-K
  Item 9B.  Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   177




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules            ExhibitNumber

Exhibit Title3
.1**

Amended and Restated Certificate of Incorporation of CVR Energy,
    Inc. (filed as Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference).3
.2**

Amended and Restated Bylaws of CVR Energy, Inc. (filed as
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference).4
.1**

Specimen Common Stock Certificate (filed as Exhibit 4.1 to
    the Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.1**

Second Amended and Restated Credit and Guaranty Agreement, dated
    as of December 28, 2006, among Coffeyville Resources, LLC
    and the other parties thereto (filed as Exhibit 10.1 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.1.1**

First Amendment to Second Amended and Restated Credit and
    Guaranty Agreement, dated as of August 23, 2007, among
    Coffeyville Resources, LLC and the other parties thereto (filed
    as Exhibit 10.1.1 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.2**

Amended and Restated First Lien Pledge and Security Agreement,
    dated as of December 28, 2006, among Coffeyville Resources,
    LLC, CL JV Holdings, LLC, Coffeyville Pipeline, Inc.,
    Coffeyville Refining and Marketing, Inc., Coffeyville Nitrogen
    Fertilizers, Inc., Coffeyville Crude Transportation, Inc.,
    Coffeyville Terminal, Inc., Coffeyville Resources Pipeline, LLC,
    Coffeyville Resources Refining & Marketing, LLC,
    Coffeyville Resources Nitrogen Fertilizers, LLC, Coffeyville
    Resources Crude Transportation, LLC and Coffeyville Resources
    Terminal, LLC, as grantors, and Credit Suisse, as collateral
    agent (filed as Exhibit 10.2 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.3**

Swap agreements with J. Aron & Company (filed as
    Exhibit 10.5 to the Companys Registration Statement
    on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.3.1**

Letter agreements between Coffeyville Resources, LLC and J.
    Aron & Company, dated as of June 26, 2007,
    July 11, 2007, July 26, 2007 and August 23, 2007
    (filed as Exhibit 10.5.1 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.4**

License Agreement For Use of the Texaco Gasification Process,
    Texaco Hydrogen Generation Process, and Texaco Gasification
    Power Systems, dated as of May 30, 1997 by and between
    Texaco Development Corporation and Farmland Industries, Inc., as
    amended (filed as Exhibit 10.4 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.5**

Amended and Restated
    On-Site
    Product Supply Agreement dated as of June 1, 2005, between
    The Linde Group (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). 178




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.6**

Crude Oil Supply Agreement, dated as of December 31, 2007,
    between J. Aron & Company and Coffeyville Resources
    Refining and Marketing, LLC (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed on January 7, 2008 and incorporated herein by
    reference).10
.7**

Pipeline Construction, Operation and Transportation Commitment
    Agreement, dated February 11, 2004, as amended, between
    Plains Pipeline, L.P. and Coffeyville Resources
    Refining & Marketing, LLC (filed as Exhibit 10.14
    to the Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.8**

Electric Services Agreement dated January 13, 2004, between
    Coffeyville Resources Nitrogen Fertilizers, LLC and the City of
    Coffeyville, Kansas (filed as Exhibit 10.15 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.9**

Purchase, Storage and Sale Agreement for Gathered Crude, dated
    as of March 20, 2007, between J. Aron & Company
    and Coffeyville Resources Refining & Marketing, LLC
    (filed as Exhibit 10.22 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.10**

Stockholders Agreement of CVR Energy, Inc., dated as of
    October 16, 2007, by and among CVR Energy, Inc.,
    Coffeyville Acquisition LLC and Coffeyville Acquisition II
    LLC (filed as Exhibit 10.20 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.11**

Registration Rights Agreement, dated as of October 16,
    2007, by and among CVR Energy, Inc., Coffeyville Acquisition LLC
    and Coffeyville Acquisition II LLC (filed as
    Exhibit 10.21 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.12**

Management Registration Rights Agreement, dated as of
    October 24, 2007, by and between CVR Energy, Inc. and John
    J. Lipinski (filed as Exhibit 10.27 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.13**

Stock Purchase Agreement, dated as of May 15, 2005 by and
    between Coffeyville Group Holdings, LLC and Coffeyville
    Acquisition LLC (filed as Exhibit 10.23 to the
    Companys Registration Statement on Form S-1, File No.
    333-137588 and incorporated herein by reference).10
.13.1**

Amendment No. 1 to the Stock Purchase Agreement, dated as
    of June 24, 2005 by and between Coffeyville Group Holdings,
    LLC and Coffeyville Acquisition LLC (filed as
    Exhibit 10.23.1 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.13.2**

Amendment No. 2 to the Stock Purchase Agreement, dated as
    of July 25, 2005 by and between Coffeyville Group Holdings,
    LLC and Coffeyville Acquisition LLC (filed as
    Exhibit 10.23.2 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.14**

First Amended and Restated Agreement of Limited Partnership of
    CVR Partners, LP, dated as of October 24, 2007, by and
    among CVR GP, LLC and Coffeyville Resources, LLC (filed as
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference).10
.15**

Coke Supply Agreement, dated as of October 25, 2007, by and
    between Coffeyville Resources Refining & Marketing,
    LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (filed
    as Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated herein by reference).10
.16**

Cross Easement Agreement, dated as of October 25, 2007, by
    and between Coffeyville Resources Refining &
    Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers,
    LLC (filed as Exhibit 10.6 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein). 179




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.17**

Environmental Agreement, dated as of October 25, 2007, by
    and between Coffeyville Resources Refining &
    Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers,
    LLC (filed as Exhibit 10.7 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.17.1**

Supplement to Environmental Agreement, dated as of
    February 15, 2008, by and between Coffeyville Resources
    Refining and Marketing, LLC and Coffeyville Resources Nitrogen
    Fertilizers, LLC (filed as Exhibit 10.17.1 to the
    Companys Annual Report on Form
    10-K for the
    year ended December 31, 2007 and incorporated by reference
    herein).10
.18**

Feedstock and Shared Services Agreement, dated as of
    October 25, 2007, by and between Coffeyville Resources
    Refining & Marketing, LLC and Coffeyville Resources
    Nitrogen Fertilizers, LLC (filed as Exhibit 10.8 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.19**

Raw Water and Facilities Sharing Agreement, dated as of
    October 25, 2007, by and between Coffeyville Resources
    Refining & Marketing, LLC and Coffeyville Resources
    Nitrogen Fertilizers, LLC (filed as Exhibit 10.9 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.20**

Services Agreement, dated as of October 25, 2007, by and
    among CVR Partners, LP, CVR GP, LLC, CVR Special GP, LLC, and
    CVR Energy, Inc. (filed as Exhibit 10.10 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.21**

Omnibus Agreement, dated as of October 24, 2007 by and
    among CVR Energy, Inc., CVR GP, LLC, CVR Special GP, LLC and CVR
    Partners, LP (filed as Exhibit 10.11 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.22**

Contribution, Conveyance and Assumption Agreement, dated as of
    October 24, 2007, by and among Coffeyville Resources, LLC,
    CVR GP, LLC, CVR Special GP, LLC, and CVR Partners, LP (filed as
    Exhibit 10.25 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.23**

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

Amended and Restated Employment Agreement, dated as of
    January 1, 2008, by and between CVR Energy, Inc. and John
    J. Lipinski (filed as Exhibit 10.24 to the Companys
    Annual Report on Form
    10-K for the
    year ended December 31, 2007 and incorporated by reference
    herein).10
.25**

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Stanley A. Riemann (filed as Exhibit 10.25 to the
    Companys Annual Report on Form
    10-K for the
    year ended December 31, 2007 and incorporated by reference
    herein).10
.26**

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    James T. Rens (filed as Exhibit 10.26 to the Companys
    Annual Report on Form
    10-K for the
    year ended December 31, 2007 and incorporated by reference
    herein).10
.27**

Employment Agreement, dated as of October 23, 2007, by and
    between CVR Energy, Inc. and Daniel J. Daly, Jr. (filed as
    Exhibit 10.27 to the Companys Annual Report on Form
    10-K for the
    year ended December 31, 2007 and incorporated by reference
    herein).10
.27.1**

First Amendment to Employment Agreement, dated as of
    November 30, 2007, by and between CVR Energy, Inc. and
    Daniel J. Daly, Jr. (filed as Exhibit 10.27.1 to the
    Companys Annual Report on Form
    10-K for the
    year ended December 31, 2007 and incorporated by reference
    herein).10
.28**

Amended and Restated Employment Agreement, dated as of
    December 29, 2007, by and between CVR Energy, Inc. and
    Robert W. Haugen (filed as Exhibit 10.28 to the
    Companys Annual Report on Form
    10-K for the
    year ended December 31, 2007 and incorporated by reference
    herein). 180




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.29**

CVR Energy, Inc. 2007 Long Term Incentive Plan (filed as
    Exhibit 10.13 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.29.1**

Form of Nonqualified Stock Option Agreement (filed as
    Exhibit 10.33.1 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.29.2**

Form of Director Stock Option Agreement (filed as
    Exhibit 10.33.2 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.29.3**

Form of Director Restricted Stock Agreement (filed as
    Exhibit 10.33.3 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.30**

Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan
    I), as amended (filed as Exhibit 10.3 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.31**

Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan
    II) (filed as Exhibit 10.12 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.32**

Stockholders Agreement of Coffeyville Nitrogen Fertilizer, Inc.,
    dated as of March 9, 2007, by and among Coffeyville
    Nitrogen Fertilizers, Inc., Coffeyville Acquisition LLC and John
    J. Lipinski (filed as Exhibit 10.17 to the Companys
    Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.33**

Stockholders Agreement of Coffeyville Refining &
    Marketing Holdings, Inc., dated as of August 22, 2007, by
    and among Coffeyville Refining & Marketing Holdings,
    Inc., Coffeyville Acquisition LLC and John J. Lipinski (filed as
    Exhibit 10.18 to the Companys Registration Statement
    on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.34**

Subscription Agreement, dated as of March 9, 2007, by
    Coffeyville Nitrogen Fertilizers, Inc. and John J. Lipinski
    (filed as Exhibit 10.19 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.35**

Subscription Agreement, dated as of August 22, 2007, by
    Coffeyville Refining & Marketing Holdings, Inc. and
    John J. Lipinski (filed as Exhibit 10.20 to the
    Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.36**

Amended and Restated Recapitalization Agreement, dated as of
    October 16, 2007, by and among Coffeyville Acquisition LLC,
    Coffeyville Refining & Marketing Holdings, Inc.,
    Coffeyville Refining & Marketing, Inc., Coffeyville
    Nitrogen Fertilizers, Inc. and CVR Energy, Inc. (filed as
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period September 30, 2007 and
    incorporated herein by reference).10
.37**

Subscription Agreement, dated as of October 16, 2007, by
    and between CVR Energy, Inc. and John J. Lipinski (filed as
    Exhibit 10.21 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.38**

Redemption Agreement, dated as of October 16, 2007, by
    and among Coffeyville Acquisition LLC and the Redeemed Parties
    signatory thereto (filed as Exhibit 10.19 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.39**

Third Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition LLC, dated as of October 16,
    2007 (filed as Exhibit 10.4 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.39.1**

Amendment No. 1 to the Third Amended and Restated Limited
    Liability Company Agreement of Coffeyville Acquisition LLC,
    dated as of October 16, 2007 (filed as Exhibit 10.15
    to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein). 181




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.40**

First Amended and Restated Limited Liability Company Agreement
    of Coffeyville Acquisition II LLC, dated as of
    October 16, 2007 (filed as Exhibit 10.16 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.40.1**

Amendment No. 1 to the First Amended and Restated Limited
    Liability Company Agreement of Coffeyville Acquisition II
    LLC, dated as of October 16, 2007 (filed as
    Exhibit 10.17 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.41**

Amended and Restated Limited Liability Company Agreement of
    Coffeyville Acquisition III LLC, dated as of
    February 15, 2008 (filed as Exhibit 10.41 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).10
.42**

Letter Agreement, dated as of October 24, 2007, by and
    among Coffeyville Acquisition LLC, Goldman, Sachs &
    Co. and Kelso & Company, L.P. (filed as
    Exhibit 10.23 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007 and
    incorporated by reference herein).10
.43**

Collective Bargaining Agreement, effective as of March 3,
    2004, by and between Coffeyville Resources Refining &
    Marketing, LLC and various unions of the Metal Trades Department
    (filed as Exhibit 10.46 to the Companys Registration
    Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).10
.44**

Collective Bargaining Agreement, effective as of March 3,
    2004, by and between Coffeyville Resources Crude Transportation,
    LLC and the Paper, Allied-Industrial, Chemical &
    Energy Workers International Union (filed as Exhibit 10.47
    to the Companys Registration Statement on
    Form S-1,
    File
    No. 333-137588
    and incorporated herein by reference).21
.1**

List of Subsidiaries of CVR Energy, Inc. (filed as
    Exhibit 21.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 and incorporated by
    reference herein).23
.1*

Consent of KPMG LLP.31
.1*

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.31
.2*

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.32
.1*

Section 1350 Certification of Chief Executive Officer and
    Chief Financial Officer.     *
    
    Filed herewith.**
    
    Previously filed.
    
    Certain portions of this exhibit have been omitted and
    separately filed with the Securities and Exchange Commission
    pursuant to a request for confidential treatment which has been
    granted by the SEC.
    
    Certain portions of this exhibit have been omitted and
    separately filed with the Securities and Exchange Commission
    pursuant to a request for confidential treatment which is
    pending at the SEC. 182




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##### Table of Contents



SIGNATURES
    CVR Energy, Inc.
  Date: May 8, 2008

By: /s/  John
    J. LipinskiName:     John
    J. Lipinski
    Title: Chief Executive Officer     Signature

Title

Date/s/  John
    J. LipinskiJohn
    J. Lipinski

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

May 8, 2008/s/  James
    T. RensJames
    T. Rens

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

May 8, 2008/s/  Wesley
    ClarkWesley
    Clark

Director

May 8, 2008/s/  Scott
    L. LebovitzScott
    L. Lebovitz

Director

May 8, 2008/s/  Regis
    B. LippertRegis
    B. Lippert

Director

May 8, 2008/s/  George
    E. MatelichGeorge
    E. Matelich

Director

May 8, 2008/s/  Stanley
    de J. OsborneStanley
    de J. Osborne

Director

May 8, 2008/s/  Kenneth
    A. PontarelliKenneth
    A. Pontarelli

Director

May 8, 2008/s/  Mark
    TomkinsMark
    Tomkins

Director

May 8, 2008  183