(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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61-1512186
(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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The New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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PART I
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PART III
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PART II
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PART IV
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volatile margins in the refining industry and exposure to the risks associated with volatile crude oil prices;
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the availability of adequate cash and other sources of liquidity for the capital needs of our businesses;
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the ability to forecast future financial condition or results of operations and future revenues and expenses of our businesses;
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the effects of transactions involving forward and derivative instruments;
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disruption of the petroleum business' ability to obtain an adequate supply of crude oil;
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changes in laws, regulations and policies with respect to the export of crude oil or other hydrocarbons;
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interruption of the pipelines supplying feedstock and in the distribution of the petroleum business’ products;
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competition in the petroleum and nitrogen fertilizer businesses;
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capital expenditures and potential liabilities arising from environmental laws and regulations;
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changes in ours or CVR Refining's or CVR Partners' credit profile;
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the cyclical nature of the nitrogen fertilizer business;
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the seasonal nature of the petroleum business;
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the supply and price levels of essential raw materials of our businesses;
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the risk of a material decline in production at our refineries and nitrogen fertilizer plants;
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potential operating hazards from accidents, fire, severe weather, tornadoes, floods or other natural disasters;
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the risk associated with governmental policies affecting the agricultural industry;
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the volatile nature of ammonia, potential liability for accidents involving ammonia that cause interruption to the nitrogen fertilizer business, severe damage to property and/or injury to the environment and human health and potential increased costs relating to the transport of ammonia;
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the dependence of the nitrogen fertilizer business on a few third-party suppliers, including providers of transportation services and equipment;
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the reliance on pet coke that we purchase from CVR Refining and third party suppliers for the nitrogen fertilizer business;
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new regulations concerning the transportation of hazardous chemicals, risks of terrorism, and the security of chemical manufacturing facilities and other matters beyond our control;
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the risk of security breaches;
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the petroleum business’ and the nitrogen fertilizer business’ dependence on significant customers and the creditworthiness and performance by counterparties;
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the potential loss of the nitrogen fertilizer business’ transportation cost advantage over its competitors;
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the potential inability to successfully implement our business strategies, including the completion of significant capital programs;
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our ability to continue to license the technology used in the petroleum business and nitrogen fertilizer business operations;
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our petroleum business’ ability to purchase RINs on a timely and cost effective basis;
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our petroleum business' continued ability to secure environmental and other governmental permits necessary for the operation of its business;
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existing and proposed laws, rulings and regulations, including but not limited to those relating to climate change, alternative energy or fuel sources, and existing and future regulations related to the end-use and application of fertilizers;
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refinery and nitrogen fertilizer facilities’ operating hazards and interruptions, including unscheduled maintenance or downtime, and the availability of adequate insurance coverage;
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instability and volatility in the capital and credit markets; and
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our ability to recover under our insurance policies for damages or losses in full or at all.
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Year Ended December 31, 2018
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(in bpd)
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Coffeyville
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Wynnewood
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Total
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Total crude throughput
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124,489
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74,669
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199,158
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All other feedstock and blendstock
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8,369
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5,068
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13,437
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Total throughput
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132,858
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79,737
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212,595
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Year Ended December 31, 2017
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(in bpd)
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Coffeyville
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Wynnewood
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Total
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Total crude throughput
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131,569
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73,180
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204,749
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All other feedstock and blendstock
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9,921
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3,511
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13,432
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Total throughput
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141,490
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76,691
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218,181
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Year Ended December 31, 2018
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(in bpd)
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Coffeyville
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Wynnewood
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Total
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Gasoline
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67,091
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40,291
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107,382
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Diesel fuels
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56,307
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33,442
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89,749
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Other refined products
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10,927
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4,066
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14,993
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Total production
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134,325
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77,799
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212,124
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Year Ended December 31, 2017
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(in bpd)
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Coffeyville
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Wynnewood
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Total
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Gasoline
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72,778
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38,311
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111,089
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Diesel fuels
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59,593
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30,816
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90,409
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Other refined products
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11,335
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5,483
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16,818
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Total production
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143,706
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74,610
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218,316
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(1)
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During the three months ended December 31, 2018, management revised its internal and external approach to calculating refinery throughput and production data to include ethanol and biodiesel consumed at the refineries. Refer to Item 7, Results of Operations, Petroleum, for further discussion of this change.
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As of December 31, 2018
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Pipeline Segment
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Length (miles)
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Capacity (bpd)
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Joint Ventures:
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Midway (1)
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100
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120,000
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Velocity (1) (2)
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26
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80,000
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Owned Pipelines:
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Valley to Hooser 6”
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46
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9,600
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Valley to Hooser 8”
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20
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9,600
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Hooser to Broomer 8”
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43
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22,800
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Broome to East Tank Farm 12” (3)
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19
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52,000
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Broome to East Tank Farm 16” (3)
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18
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120,000
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East Tank Farm to Refinery 16” (3)
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2
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160,000
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Shidler to Hooser 4”
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23
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6,500
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Plainville to Phillipsburg 6”
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36
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6,000
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Plainville to Natoma 6”
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10
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6,500
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Cushing to Payson 10” (Red River)
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30
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22,000
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Payson to Ellis Jct 8” (Red River)
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73
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22,000
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Leased Pipelines:
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Humboldt to Broome 8”
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62
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7,000
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Kelley to Barnsdall 8”
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31
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3,600
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Barnsdall to Caney 8”
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36
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3,600
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(1)
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CVR Refining participates in the ownership of these pipelines through equity method investments. Refer to Item 8, Note 4 (“Equity Method Investments”) for further discussion of these investments.
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(2)
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Velocity refers to the pipeline owned by our joint venture with Velocity Pipeline Partners, LLC (“VPP”), which was acquired by Enable Midstream Partners, LP. The capacity of the Enable line is being expanded to 115,000 bpd with an estimated completion date of February 2019.
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(3)
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In support of our Coffeyville Refinery, we own and operate a tank storage facility in close proximity to the Coffeyville Refinery (the “East Tank Farm”).
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Year Ended December 31, 2017
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(in bpd)
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Coffeyville
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Wynnewood
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Total
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Regional Crudes
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34,805
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26
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%
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27,750
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38
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%
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62,555
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31
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%
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WTI
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84,460
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64
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%
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15,251
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21
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%
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99,711
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49
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%
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Midland WTI
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—
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—
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%
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29,045
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40
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%
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29,045
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14
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%
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Condensate
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2,169
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2
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%
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1,134
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2
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%
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3,303
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2
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%
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Heavy Canadian
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10,135
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8
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%
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—
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—
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%
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10,135
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5
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%
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Total crude throughput
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131,569
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100
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%
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73,180
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100
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%
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204,749
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100
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%
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•
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restrictions on operations or the need to install enhanced or additional controls;
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liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities and for off-site waste disposal locations; and,
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specifications for the products marketed by the petroleum segment and the nitrogen fertilizer segment, primarily gasoline, diesel fuel, UAN and ammonia.
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major unplanned maintenance requirements;
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catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, contamination, fire, or natural disasters, including floods, windstorms and other similar events;
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labor supply shortages or labor difficulties that result in a work stoppage or slowdown;
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cessation or suspension of a plant or specific operations dictated by environmental authorities; and
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an event or incident involving a large clean-up, decontamination or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.
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Unforeseen difficulties in the integration of the acquired operations and disruption of the ongoing operations of our business;
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Failure to achieve cost savings or other financial or operating objectives contributing to the accretive nature of an acquisition;
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Strain on the operational and managerial controls and procedures and the need to modify systems or to add management resources;
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Difficulties in the integration and retention of customers or personnel and the integration and effective deployment of operations or technologies;
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Assumption of unknown material liabilities or regulatory non-compliance issues;
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Amortization of acquired assets, which would reduce future reported earnings;
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Possible adverse short-term effects on our cash flows or operating results; and
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Diversion of management’s attention from the ongoing operations of our business.
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the volumes of its actual use of crude oil or production of the applicable refined products is less than the volumes subject to the hedging arrangement;
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accidents, interruptions in transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect a refinery or suppliers or customers;
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the counterparties to its futures contracts fail to perform under the contracts; or
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a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.
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denial or delay in obtaining regulatory approvals and/or permits;
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unplanned increases in the cost of equipment, materials or labor;
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disruptions in transportation of equipment and materials;
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severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
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market-related increases in a project’s debt or equity financing costs; and/or
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non-performance or force majeure by, or disputes with, the petroleum segment’s vendors, suppliers, contractors or sub-contractors.
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Although we believe the petroleum segment has sufficient liquidity under its Amended and Restated ABL credit facility to operate Refineries, and that the nitrogen fertilizer segment has sufficient liquidity under its ABL credit facility to run the nitrogen fertilizer segment, under extreme market conditions there can be no assurance that such funds would be available or sufficient, and in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all.
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Market volatility could exert downward pressure on the price of CVR Partners’ common units, which may make it more difficult for us to raise additional capital and thereby limit its ability to grow, which could in turn cause the CVR Energy stock and/or CVR Partners’ unit price to drop.
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The petroleum segment’s and nitrogen fertilizer business’ credit facilities contain various covenants that must be complied with, and if either segment is not in compliance, there can be no assurance that either segment would be able to successfully amend the agreement in the future. Further, any such amendment may be expensive. In addition, any new credit facility the petroleum segment or nitrogen fertilizer segment may enter into may require each to agree to additional covenants.
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Market conditions could result in significant customers experiencing financial difficulties. We are exposed to the credit risk of our customers, and their failure to meet their financial obligations when due because of bankruptcy, lack of liquidity, operational failure or other reasons could result in decreased sales and earnings for us.
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limiting our ability to obtain additional financing to fund working capital needs, capital expenditures, debt service requirements, acquisitions or other purposes;
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requiring us to utilize a significant portion of cash flows to service indebtedness, thereby reducing available cash and the ability to make distributions to us and public common unitholders of CVR Partners;
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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;
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limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
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limiting our ability to make certain payments on debt that is subordinated or secured on a junior basis;
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restricting us from making strategic acquisitions or investments, introducing new technologies or exploiting business opportunities;
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restricting the way in which we conduct business because of financial and operating covenants in the agreements governing existing and future indebtedness, including, in the case of certain indebtedness of subsidiaries, certain covenants that restrict the ability of subsidiaries to pay dividends or make other distributions;
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limiting our ability to enter into certain transactions with our affiliates;
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limiting our ability to designate our subsidiaries as unrestricted subsidiaries;
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exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in their or their respective subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition and operating results;
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increasing our vulnerability to a downturn in general economic conditions or in pricing of products; and
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limiting our ability to react to changing market conditions in their respective industries and in respective customers’ industries.
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future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
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future ability to obtain other financing.
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incur additional indebtedness or issue certain preferred units;
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pay distributions in respect of common units or make other restricted payments;
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make certain payments on debt that is subordinated or secured on a junior basis;
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make certain investments;
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sell certain assets;
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create liens on certain assets;
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consolidate, merge, sell or otherwise dispose of all or substantially all assets;
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enter into certain transactions with affiliates; and
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designate subsidiaries as unrestricted subsidiaries.
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the election and appointment of directors;
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business strategy and policies;
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mergers or other business combinations;
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acquisition or disposition of assets;
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future issuances of common stock, common units or other securities;
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incurrence of debt or obtaining other sources of financing; and
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the payment of dividends on the Company’s common stock and distributions on the common units of CVR Partners.
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the requirement that a majority of our board of directors consist of independent directors;
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the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors; and
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the requirement that we have a compensation committee that is composed entirely of independent directors.
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preferred stock that could be issued by our board of directors to make it more difficult for a third party to acquire, or to discourage a third party from acquiring, a majority of our outstanding voting stock;
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limitations on the ability of stockholders to call special meetings of stockholders;
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limitations on the ability of stockholders to act by written consent in lieu of a stockholders’ meeting; and
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advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by our stockholders at stockholder meetings.
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the amount of cash distributions on each common unit may decrease;
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the ratio of CVR Partners’ taxable income to distributions may increase;
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the relative voting strength of each previously outstanding common unit will be diminished; and
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the market price of the common units may decline.
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The partnership agreement permits CVR Partners’ general partner to make a number of decisions in its individual capacity, as opposed to its capacity as general partner. This entitles its general partner to consider only the interests and factors that it desires, and means that it has no duty or obligation to give any consideration to any interest of, or factors affecting, any limited partner.
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The partnership agreement provides that CVR Partners’ general partner will not have any liability to unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decision was in the best interest of CVR Partners.
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The partnership agreement provides that CVR Partners’ general partner and the officers and directors of its general partner will not be liable for monetary damages to common unitholders, including us, for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or its officers or directors acted in bad faith or engaged in fraud or willful misconduct, or in the case of a criminal matter, acted with knowledge that the conduct was criminal.
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Year Ended December 31,
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2018
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2017
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2016
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2015
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2014
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(in millions)
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Statements of Operations
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Net sales
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$
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7,124
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|
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$
|
5,988
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|
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$
|
4,782
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|
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$
|
5,433
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|
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$
|
9,110
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|
Net income attributable to CVR Energy stockholders
|
289
|
|
|
235
|
|
|
25
|
|
|
170
|
|
|
174
|
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Basic and diluted earnings per share
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$
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3.12
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|
|
$
|
2.70
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|
|
$
|
0.28
|
|
|
$
|
1.95
|
|
|
$
|
2.00
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|
Dividends declared per share
|
$
|
2.50
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|
|
$
|
2.00
|
|
|
$
|
2.00
|
|
|
$
|
2.00
|
|
|
$
|
5.00
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(in millions)
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|
||||||||||||||||||
Balance Sheet
|
|
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|
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|
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Cash and cash equivalents
|
$
|
668
|
|
|
$
|
482
|
|
|
$
|
736
|
|
|
$
|
765
|
|
|
$
|
754
|
|
Total assets
|
3,907
|
|
|
3,807
|
|
|
4,050
|
|
|
3,299
|
|
|
3,454
|
|
|||||
Total long-term debt and capital lease obligations, net of current portion
|
1,167
|
|
|
1,164
|
|
|
1,165
|
|
|
667
|
|
|
667
|
|
|||||
Total liabilities
|
2,039
|
|
|
2,103
|
|
|
2,341
|
|
|
1,705
|
|
|
1,787
|
|
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Total CVR stockholders’ equity
|
1,246
|
|
|
919
|
|
|
858
|
|
|
984
|
|
|
988
|
|
|||||
Total equity
|
1,868
|
|
|
1,704
|
|
|
1,710
|
|
|
1,601
|
|
|
1,675
|
|
•
|
Safety
- We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.
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•
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Environment
- We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.
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•
|
Integrity
- We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.
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•
|
Corporate Citizenship
- We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.
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•
|
Continuous Improvement
- We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency and to create value across the organization.
|
|
Safety
|
|
Reliability
|
|
Market Capture
|
|
Financial Discipline
|
We achieved significant year-over-year improvement in environmental, health and safety areas at all plants.
|
ü
|
|
ü
|
|
|
|
|
We consolidated certain back office locations reducing administrative overhead costs.
|
|
|
|
|
|
|
ü
|
Petroleum Segment:
|
|
|
|
|
|
|
|
We have rationalized our gathering operations to focus on crude oil produced within closer proximity to the refineries where we have transportation advantages.
|
|
|
|
|
ü
|
|
ü
|
We increased our throughput of regional crudes and condensate by 38% and 270%, respectively, while reducing reliance on WTI Cushing common crude oil by 30%.
|
|
|
|
|
ü
|
|
ü
|
We completed the reversal of our Red River pipeline to deliver SCOOP / STACK barrels to Coffeyville replacing WTI Cushing common barrels.
|
|
|
|
|
ü
|
|
ü
|
The Refineries ran at high utilization rates, excluding the unplanned downtime in the first quarter of 2018.
|
ü
|
|
ü
|
|
ü
|
|
ü
|
We outlined a multi-year approach to improve crude optionality, market capture and reliability at the Refineries.
|
|
|
ü
|
|
ü
|
|
ü
|
We began the Benfree repositioning project at the Wynnewood Refinery which should increase liquid yield by 1%. Scheduled completion is currently Q1 2019.
|
|
|
ü
|
|
ü
|
|
ü
|
We increased our production of premium gasoline to over 9,000 bpd in 2018 compared to approximately 6,400 bpd in 2017.
|
|
|
|
|
ü
|
|
|
We increased internal RIN generation by beginning to blend Biodiesel across refinery racks.
|
|
|
|
|
ü
|
|
ü
|
Nitrogen Fertilizer:
|
|
|
|
|
|
|
|
During 2018, we maintained high utilization rates, excluding planned downtime at our Coffeyville Facility.
|
ü
|
|
ü
|
|
ü
|
|
ü
|
In the second half of 2018, we began loading UAN railcars at a new rail loading rack at our Coffeyville Fertilizer Facility providing unit train capabilities and further geographic reach at reduced per ton/mile distribution costs.
|
|
|
|
|
ü
|
|
ü
|
During the second quarter of 2018, the Coffeyville Fertilizer Facility completed its planned turnaround on-time and on-budget.
|
ü
|
|
ü
|
|
ü
|
|
ü
|
We are in the process of implementing a plan to construct and operate a backup oxygen unit at the Coffeyville Fertilizer Facility to reduce impacts of third party outages.
|
|
|
ü
|
|
|
|
ü
|
(in $/bbl)
|
Average 2016
|
|
At December 31, 2016
|
|
Average 2017
|
|
At December 31, 2017
|
|
Average 2018
|
|
At December 31, 2018
|
||||||||||||
WTI
|
$
|
43.32
|
|
|
$
|
52.17
|
|
|
$
|
50.95
|
|
|
$
|
57.95
|
|
|
$
|
64.77
|
|
|
$
|
48.98
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Petroleum
|
$
|
599
|
|
|
$
|
134
|
|
|
$
|
58
|
|
Nitrogen Fertilizer
|
6
|
|
|
(10
|
)
|
|
26
|
|
|||
Other
|
(18
|
)
|
|
(17
|
)
|
|
(14
|
)
|
|||
Consolidated
|
$
|
587
|
|
|
$
|
107
|
|
|
$
|
70
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Petroleum
|
$
|
742
|
|
|
$
|
269
|
|
|
$
|
187
|
|
Nitrogen Fertilizer
|
84
|
|
|
64
|
|
|
80
|
|
|||
Other
|
(11
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|||
Consolidated
|
$
|
815
|
|
|
$
|
323
|
|
|
$
|
265
|
|
Throughput Data
|
Year Ended December 31,
|
|||||||
(in bpd)
|
2018
|
|
2017
|
|
2016
|
|||
Coffeyville
|
|
|
|
|
|
|||
Regional crude
|
31,350
|
|
|
34,805
|
|
|
38,386
|
|
WTI
|
66,952
|
|
|
84,460
|
|
|
57,937
|
|
Midland WTI
|
15,893
|
|
|
—
|
|
|
—
|
|
Condensate
|
4,992
|
|
|
2,169
|
|
|
8,356
|
|
Heavy Canadian
|
5,302
|
|
|
10,135
|
|
|
19,491
|
|
Other feedstocks and blendstocks
|
8,369
|
|
|
9,921
|
|
|
9,264
|
|
Wynnewood
|
|
|
|
|
|
|||
Regional crude
|
54,746
|
|
|
27,750
|
|
|
24,504
|
|
WTI
|
2,354
|
|
|
15,251
|
|
|
18,592
|
|
Midland WTI
|
10,332
|
|
|
29,045
|
|
|
30,157
|
|
Condensate
|
7,237
|
|
|
1,134
|
|
|
621
|
|
Heavy Canadian
|
—
|
|
|
—
|
|
|
—
|
|
Other feedstocks and blendstocks
|
5,068
|
|
|
3,511
|
|
|
3,164
|
|
Total throughput
|
212,595
|
|
|
218,181
|
|
|
210,472
|
|
Production Data
|
Year Ended December 31,
|
|||||||
(in bpd)
|
2018
|
|
2017
|
|
2016
|
|||
Coffeyville
|
|
|
|
|
|
|||
Gasoline
|
67,091
|
|
|
72,778
|
|
|
70,114
|
|
Distillate
|
56,307
|
|
|
59,593
|
|
|
55,790
|
|
Other liquid products
|
5,737
|
|
|
4,704
|
|
|
2,708
|
|
Solids
|
5,190
|
|
|
6,631
|
|
|
7,047
|
|
Wynnewood
|
|
|
|
|
|
|||
Gasoline
|
40,291
|
|
|
38,311
|
|
|
39,459
|
|
Distillate
|
33,442
|
|
|
30,816
|
|
|
29,302
|
|
Other liquid products
|
4,025
|
|
|
5,429
|
|
|
5,934
|
|
Solids
|
41
|
|
|
54
|
|
|
61
|
|
Total production
|
212,124
|
|
|
218,316
|
|
|
210,415
|
|
Liquid volume yield (as % of total throughput)
|
97.3
|
%
|
|
96.9
|
%
|
|
96.6
|
%
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
6,780
|
|
|
$
|
5,664
|
|
|
$
|
4,431
|
|
Cost of materials and other
|
5,602
|
|
|
4,875
|
|
|
3,779
|
|
|||
Direct operating expenses
|
364
|
|
|
441
|
|
|
393
|
|
|||
Selling, general and administrative expenses
|
75
|
|
|
78
|
|
|
72
|
|
|||
Depreciation and amortization
|
134
|
|
|
133
|
|
|
129
|
|
|||
Loss on asset disposals
|
6
|
|
|
3
|
|
|
—
|
|
|||
Petroleum Operating income
|
$
|
599
|
|
|
$
|
134
|
|
|
$
|
58
|
|
|
|
|
|
|
|
||||||
Petroleum EBITDA (1)
|
$
|
742
|
|
|
$
|
269
|
|
|
$
|
187
|
|
Petroleum Adjusted EBITDA (1)
|
$
|
746
|
|
|
$
|
349
|
|
|
$
|
218
|
|
|
|
|
|
|
|
||||||
Key Operating Metrics per Total Throughput Barrel
|
|
|
|
|
|
||||||
Refining Margin (1)
|
$
|
15.18
|
|
|
$
|
9.92
|
|
|
$
|
8.47
|
|
Refining Margin, excluding Inventory Valuation Impacts (1)
|
$
|
15.60
|
|
|
$
|
9.55
|
|
|
$
|
7.80
|
|
Direct Operating Expenses (1)
|
$
|
4.69
|
|
|
$
|
5.55
|
|
|
$
|
5.10
|
|
Direct Operating Expenses, excluding Turnaround Expenses (1)
|
$
|
4.65
|
|
|
$
|
4.54
|
|
|
$
|
4.70
|
|
|
Year Ended December 31,
|
|||||||
(in thousands of tons)
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|||
Ammonia (gross produced)
|
794
|
|
|
815
|
|
|
694
|
|
Ammonia (net available for sale)
|
246
|
|
|
268
|
|
|
184
|
|
UAN
|
1,276
|
|
|
1,268
|
|
|
1,193
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Feedstock:
|
|
|
|
|
|
||||||
Petroleum coke used in production (thousand tons)
|
463
|
|
|
488
|
|
|
514
|
|
|||
Petroleum coke (dollars per ton)
|
$
|
28
|
|
|
$
|
17
|
|
|
$
|
15
|
|
Natural gas used in production (thousands of MMBtu)(1)
|
7,933
|
|
|
7,620
|
|
|
5,596
|
|
|||
Natural gas used in production (dollars per MMBtu)(1)
|
$
|
3.28
|
|
|
$
|
3.24
|
|
|
$
|
2.96
|
|
Natural gas cost of materials and other (thousands of MMBtu)(1)
|
7,122
|
|
|
8,052
|
|
|
4,619
|
|
|||
Natural gas cost of materials and other (dollars per MMBtu)(1)
|
$
|
3.15
|
|
|
$
|
3.26
|
|
|
$
|
2.87
|
|
(1)
|
The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense (exclusive of depreciation and amortization).
|
(in millions)
|
Price
Variance
|
|
Volume
Variance
|
||||
UAN
|
$
|
27
|
|
|
$
|
6
|
|
Ammonia
|
11
|
|
|
(24
|
)
|
(in millions)
|
Price
Variance
|
|
Volume
Variance
|
||||
UAN
|
$
|
(24
|
)
|
|
$
|
(7
|
)
|
Ammonia
|
(5
|
)
|
|
(7
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
411
|
|
|
$
|
217
|
|
|
$
|
9
|
|
Add:
|
|
|
|
|
|
||||||
Interest expense and other financing costs, net of interest income
|
102
|
|
|
109
|
|
|
83
|
|
|||
Income tax expense (benefit)
|
89
|
|
|
(217
|
)
|
|
(20
|
)
|
|||
Depreciation and amortization
|
213
|
|
|
214
|
|
|
193
|
|
|||
EBITDA
|
$
|
815
|
|
|
$
|
323
|
|
|
$
|
265
|
|
Add:
|
|
|
|
|
|
||||||
Loss on extinguishment of debt (1)
|
—
|
|
|
—
|
|
|
5
|
|
|||
Turnaround expenses
|
10
|
|
|
83
|
|
|
38
|
|
|||
Expenses associated with the East Dubuque Merger (2)
|
—
|
|
|
—
|
|
|
3
|
|
|||
Adjusted EBITDA
|
$
|
825
|
|
|
$
|
406
|
|
|
$
|
311
|
|
(1)
|
Represents a loss on extinguishment of debt incurred by CVR Partners in June 2016 in connection with the repurchase of senior notes assumed in the East Dubuque Merger.
|
(2)
|
Represents legal and other professional fees and other merger related expenses associated with the East Dubuque Merger.
|
|
Year Ended December 31,
|
||||||||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) before income tax expense (benefit)
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
Adjustments:
|
|
|
|
|
|
||||||
Turnaround expenses (1)
|
10
|
|
|
83
|
|
|
38
|
|
|||
Expenses associated with the East Dubuque Merger
|
—
|
|
|
—
|
|
|
3
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
5
|
|
|||
Adjusted net income before income tax expense and noncontrolling interest
|
510
|
|
|
83
|
|
|
35
|
|
|||
Adjusted net income attributed to noncontrolling interest
|
(127
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|||
Income tax (expense) benefit, as adjusted
|
(91
|
)
|
|
196
|
|
|
9
|
|
|||
Adjusted net income
|
$
|
292
|
|
|
$
|
267
|
|
|
$
|
40
|
|
|
|
|
|
|
|
||||||
Weighted-average diluted shares outstanding
|
92.5
|
|
|
86.8
|
|
|
86.8
|
|
|||
|
|
|
|
|
|
||||||
Adjusted net income per diluted share
|
$
|
3.16
|
|
|
$
|
3.08
|
|
|
$
|
0.47
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Petroleum net income
|
$
|
567
|
|
|
$
|
89
|
|
|
$
|
14
|
|
Add:
|
|
|
|
|
|
||||||
Interest expense and other financing costs, net of interest income
|
41
|
|
|
47
|
|
|
44
|
|
|||
Depreciation and amortization
|
134
|
|
|
133
|
|
|
129
|
|
|||
Petroleum EBITDA
|
$
|
742
|
|
|
$
|
269
|
|
|
$
|
187
|
|
Add:
|
|
|
|
|
|
||||||
Turnaround expenses (1)
|
4
|
|
|
80
|
|
|
31
|
|
|||
Petroleum Adjusted EBITDA
|
$
|
746
|
|
|
$
|
349
|
|
|
$
|
218
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
6,780
|
|
|
$
|
5,664
|
|
|
$
|
4,431
|
|
Cost of materials and other
|
5,602
|
|
|
4,875
|
|
|
3,779
|
|
|||
Direct operating expenses (exclusive of depreciation and amortization as reflected below)
|
360
|
|
|
361
|
|
|
362
|
|
|||
Turnaround expenses (1)
|
4
|
|
|
80
|
|
|
31
|
|
|||
Depreciation and amortization
|
130
|
|
|
129
|
|
|
126
|
|
|||
Gross profit
|
$
|
684
|
|
|
$
|
219
|
|
|
$
|
133
|
|
Add:
|
|
|
|
|
|
||||||
Direct operating expenses (exclusive of depreciation and amortization as reflected below)
|
360
|
|
|
361
|
|
|
362
|
|
|||
Turnaround expenses (1)
|
4
|
|
|
80
|
|
|
31
|
|
|||
Depreciation and amortization
|
130
|
|
|
129
|
|
|
126
|
|
|||
Refining margin
|
$
|
1,178
|
|
|
$
|
789
|
|
|
$
|
652
|
|
|
|
|
|
|
|
||||||
Exclude: (favorable) unfavorable inventory valuation impacts
|
32
|
|
|
(29
|
)
|
|
(52
|
)
|
|||
Refining margin, excluding inventory valuation impacts
|
$
|
1,210
|
|
|
$
|
760
|
|
|
$
|
600
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Total throughput barrels per day
|
212,595
|
|
|
218,181
|
|
|
210,472
|
|
Days in the period
|
365
|
|
|
365
|
|
|
366
|
|
Total throughput barrels
|
77,597,175
|
|
|
79,636,065
|
|
|
77,032,752
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Refining margin
|
$
|
1,178
|
|
|
$
|
789
|
|
|
$
|
652
|
|
Divided by: total throughput barrels
|
78
|
|
|
80
|
|
|
77
|
|
|||
Refining margin per total throughput barrel
|
$
|
15.18
|
|
|
$
|
9.92
|
|
|
$
|
8.47
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Refining margin, excluding inventory valuation impacts
|
$
|
1,210
|
|
|
$
|
760
|
|
|
$
|
600
|
|
Divided by: total throughput barrels
|
78
|
|
|
80
|
|
|
77
|
|
|||
Refining margin per total throughput barrel
|
$
|
15.60
|
|
|
$
|
9.55
|
|
|
$
|
7.80
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except for per throughput barrel data)
|
2018
|
|
2017
|
|
2016
|
||||||
Direct operating expenses (exclusive of depreciation and amortization)
|
$
|
364
|
|
|
$
|
441
|
|
|
$
|
393
|
|
Divided by: total throughput barrels
|
78
|
|
|
80
|
|
|
77
|
|
|||
Direct operating expenses per total throughput barrel
|
$
|
4.69
|
|
|
$
|
5.55
|
|
|
$
|
5.10
|
|
|
|
|
|
|
|
||||||
Direct operating expenses (exclusive of depreciation and amortization)
|
$
|
364
|
|
|
$
|
441
|
|
|
$
|
393
|
|
Turnaround expenses (1)
|
4
|
|
|
80
|
|
|
31
|
|
|||
Direct operating expenses
|
$
|
360
|
|
|
$
|
361
|
|
|
$
|
362
|
|
Divided by: total throughput barrels
|
78
|
|
|
80
|
|
|
77
|
|
|||
Direct operating expenses, excluding turnaround expenses, per
total throughput barrel |
$
|
4.65
|
|
|
$
|
4.54
|
|
|
$
|
4.70
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Nitrogen fertilizer net loss
|
$
|
(50
|
)
|
|
$
|
(73
|
)
|
|
$
|
(27
|
)
|
Add:
|
|
|
|
|
|
||||||
Interest expense and other financing costs, net
|
62
|
|
|
63
|
|
|
49
|
|
|||
Depreciation and amortization
|
72
|
|
|
74
|
|
|
58
|
|
|||
Nitrogen fertilizer EBITDA
|
$
|
84
|
|
|
$
|
64
|
|
|
$
|
80
|
|
Add:
|
|
|
|
|
|
||||||
Turnaround expenses
|
6
|
|
|
3
|
|
|
7
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
5
|
|
|||
Expenses associated with the East Dubuque Merger
|
—
|
|
|
—
|
|
|
3
|
|
|||
Adjusted EBITDA
|
$
|
90
|
|
|
$
|
67
|
|
|
$
|
95
|
|
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
CVR Partners:
|
|
|
|
||||
9.25% Senior Secured Notes due June 2023
|
$
|
645
|
|
|
$
|
645
|
|
6.50% Senior Notes due April 2021
|
2
|
|
|
2
|
|
||
Unamortized discount and debt issuance costs
|
(18
|
)
|
|
(22
|
)
|
||
Total CVR Partners Debt
|
$
|
629
|
|
|
$
|
625
|
|
|
|
|
|
||||
CVR Refining:
|
|
|
|
||||
6.50% Senior Notes due November 2022
|
$
|
500
|
|
|
$
|
500
|
|
Capital lease obligations
|
44
|
|
|
45
|
|
||
Unamortized debt issuance cost
|
(3
|
)
|
|
(4
|
)
|
||
Current portion of capital lease obligations
|
(3
|
)
|
|
(2
|
)
|
||
Total CVR Refining Debt
|
$
|
538
|
|
|
$
|
539
|
|
|
|
|
|
||||
Total Long-Term Debt
|
$
|
1,167
|
|
|
$
|
1,164
|
|
(1)
|
Total 2019 estimated capital expenditures includes approximately $50 to 60 million of growth related projects that will require additional approvals before commencement.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
620
|
|
|
$
|
168
|
|
|
$
|
267
|
|
Investing activities
|
(100
|
)
|
|
(196
|
)
|
|
(201
|
)
|
|||
Financing activities
|
(334
|
)
|
|
(226
|
)
|
|
(95
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
186
|
|
|
$
|
(254
|
)
|
|
$
|
(29
|
)
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
(in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
500
|
|
|
$
|
645
|
|
|
$
|
—
|
|
|
$
|
1,147
|
|
Operating leases (2)
|
24
|
|
|
20
|
|
|
18
|
|
|
16
|
|
|
12
|
|
|
26
|
|
|
116
|
|
|||||||
Capital lease obligations (3)
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
29
|
|
|
44
|
|
|||||||
Unconditional purchase obligations (4)
|
129
|
|
|
89
|
|
|
78
|
|
|
76
|
|
|
75
|
|
|
444
|
|
|
891
|
|
|||||||
Interest payments (5)
|
98
|
|
|
98
|
|
|
98
|
|
|
92
|
|
|
33
|
|
|
9
|
|
|
428
|
|
|||||||
Other long-term liabilities (6)
|
10
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|||||||
Total
|
$
|
264
|
|
|
$
|
211
|
|
|
$
|
200
|
|
|
$
|
687
|
|
|
$
|
768
|
|
|
$
|
510
|
|
|
$
|
2,640
|
|
(1)
|
Consists of the 2021 Notes, the 2022 Notes and the 2023 Notes as of
December 31, 2018
.
|
(2)
|
CVR Refining and CVR Partners lease various facilities and equipment.
|
(3)
|
The amount includes commitments under capital lease arrangements for three leases which include a pipeline lease, a storage and terminal equipment lease and a bundled truck lease.
|
(4)
|
The amount includes (i) commitments for petroleum products storage and petroleum transportation, (ii) electricity supply agreement, (iii) a product supply agreement, (iv) a pet coke supply agreement, (v) commitments related to our biofuels blending obligation and (vi) various agreements for gas and gas transportation.
|
(5)
|
Interest payments for our long-term debt outstanding and capital lease obligations as of
December 31, 2018
and commitment fees on the unutilized commitments of the ABL Credit Facility.
|
(6)
|
The amount includes environmental liabilities and a standby letter of credit. Environmental liabilities represents our estimated payments required by federal and/or state environmental agencies. See Item 1 “Business Environmental Matters.”
|
|
December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (including $415 and $223, respectively, of consolidated variable interest entities (VIEs))
|
$
|
668
|
|
|
$
|
482
|
|
Accounts receivable of VIEs
|
169
|
|
|
179
|
|
||
Inventories of VIEs
|
380
|
|
|
369
|
|
||
Prepaid expenses and other current assets (including $56 and $30, respectively, of VIEs)
|
76
|
|
|
48
|
|
||
Total current assets
|
1,293
|
|
|
1,078
|
|
||
Property, plant and equipment, net of accumulated depreciation (including $2,429 and $2,543, respectively, of VIEs)
|
2,445
|
|
|
2,588
|
|
||
Other long-term assets (including $162 and $137, respectively, of VIEs)
|
169
|
|
|
141
|
|
||
Total assets
|
$
|
3,907
|
|
|
$
|
3,807
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Note payable and capital lease obligations of VIEs
|
$
|
3
|
|
|
$
|
2
|
|
Accounts payable (including $317 and $329, respectively, of VIEs)
|
320
|
|
|
334
|
|
||
Other current liabilities (including $154 and $181, respectively, of VIEs)
|
173
|
|
|
208
|
|
||
Total current liabilities
|
496
|
|
|
544
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt and capital lease obligations of VIEs, net of current portion
|
1,167
|
|
|
1,164
|
|
||
Deferred income taxes
|
362
|
|
|
386
|
|
||
Other long-term liabilities (including $7 and $4, respectively, of VIEs)
|
14
|
|
|
9
|
|
||
Total long-term liabilities
|
1,543
|
|
|
1,559
|
|
||
Commitments and contingencies (See Note 11)
|
|
|
|
||||
Equity:
|
|
|
|
||||
CVR stockholders’ equity:
|
|
|
|
||||
Common stock $0.01 par value per share, 350,000,000 shares authorized, 100,629,209 shares issued (86,929,660 shares issued as of December 31, 2017)
|
$
|
1
|
|
|
$
|
1
|
|
Additional paid-in-capital
|
1,473
|
|
|
1,197
|
|
||
Retained deficit
|
(226
|
)
|
|
(277
|
)
|
||
Treasury stock, 98,610 shares at cost
|
(2
|
)
|
|
(2
|
)
|
||
Total CVR stockholders’ equity
|
1,246
|
|
|
919
|
|
||
Noncontrolling interest
|
622
|
|
|
785
|
|
||
Total equity
|
1,868
|
|
|
1,704
|
|
||
Total liabilities and equity
|
$
|
3,907
|
|
|
$
|
3,807
|
|
|
For the Twelve Months Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
||||||||||
Net sales
|
$
|
7,124
|
|
|
$
|
5,988
|
|
|
$
|
4,782
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of materials and other (exclusive of depreciation and amortization shown below)
|
5,683
|
|
|
4,953
|
|
|
3,867
|
|
|||
Direct operating expenses (exclusive of depreciation and amortization shown below)
|
523
|
|
|
598
|
|
|
541
|
|
|||
Depreciation and amortization
|
202
|
|
|
203
|
|
|
184
|
|
|||
Cost of sales
|
$
|
6,408
|
|
|
$
|
5,754
|
|
|
$
|
4,592
|
|
Selling, general and administrative expenses
|
112
|
|
|
113
|
|
|
110
|
|
|||
Depreciation and amortization
|
11
|
|
|
11
|
|
|
9
|
|
|||
Loss on asset disposals
|
6
|
|
|
3
|
|
|
1
|
|
|||
Operating income
|
$
|
587
|
|
|
$
|
107
|
|
|
$
|
70
|
|
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(102
|
)
|
|
(109
|
)
|
|
(83
|
)
|
|||
Other income, net
|
15
|
|
|
2
|
|
|
2
|
|
|||
Income (loss) before income taxes
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
Income tax expense (benefit)
|
89
|
|
|
(217
|
)
|
|
(20
|
)
|
|||
Net income
|
$
|
411
|
|
|
$
|
217
|
|
|
$
|
9
|
|
Less: Net income (loss) attributable to noncontrolling interest
|
122
|
|
|
(18
|
)
|
|
(16
|
)
|
|||
Net income attributable to CVR Energy stockholders
|
289
|
|
|
235
|
|
|
25
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted earnings per share
|
$
|
3.12
|
|
|
$
|
2.70
|
|
|
$
|
0.28
|
|
Dividends declared per share
|
$
|
2.50
|
|
|
$
|
2.00
|
|
|
$
|
2.00
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic and Diluted
|
92.5
|
|
|
86.8
|
|
|
86.8
|
|
|
Common Stockholders
|
|
|
|
|
|||||||||||||||||||||||||
|
Shares
Issued
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Deficit
|
|
Treasury
Stock
|
|
Total CVR
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
|||||||||||||||
(in millions, except share data)
|
|
|||||||||||||||||||||||||||||
Balance at December 31, 2015
|
86,929,660
|
|
|
$
|
1
|
|
|
$
|
1,174
|
|
|
$
|
(189
|
)
|
|
$
|
(2
|
)
|
|
$
|
984
|
|
|
$
|
616
|
|
|
$
|
1,600
|
|
Dividends paid to CVR Energy stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|||||||
Distributions from CVR Partners to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||||||
Impact of CVR Partners’ common units issuance for the East Dubuque Merger, net of tax of $20
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
293
|
|
|
316
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
(16
|
)
|
|
9
|
|
|||||||
Balance at December 31, 2016
|
86,929,660
|
|
|
1
|
|
|
1,197
|
|
|
(338
|
)
|
|
(2
|
)
|
|
858
|
|
|
852
|
|
|
1,710
|
|
|||||||
Dividends paid to CVR Energy stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|||||||
Distributions from CVR Partners to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||
Distributions from CVR Refining to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
235
|
|
|
(18
|
)
|
|
217
|
|
|||||||
Balance at December 31, 2017
|
86,929,660
|
|
|
1
|
|
|
1,197
|
|
|
(277
|
)
|
|
(2
|
)
|
|
919
|
|
|
785
|
|
|
1,704
|
|
|||||||
Exchange offer impact
|
13,699,549
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
—
|
|
|
276
|
|
|
(192
|
)
|
|
84
|
|
|||||||
Dividends paid to CVR Energy stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
—
|
|
|
(238
|
)
|
|
—
|
|
|
(238
|
)
|
|||||||
Distributions from CVR Refining to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|
—
|
|
|
289
|
|
|
122
|
|
|
411
|
|
|||||||
Balance at December 31, 2018
|
100,629,209
|
|
|
$
|
1
|
|
|
$
|
1,473
|
|
|
$
|
(226
|
)
|
|
$
|
(2
|
)
|
|
$
|
1,246
|
|
|
$
|
622
|
|
|
$
|
1,868
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
411
|
|
|
$
|
217
|
|
|
$
|
9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
213
|
|
|
214
|
|
|
193
|
|
|||
Deferred income taxes
|
59
|
|
|
(217
|
)
|
|
(84
|
)
|
|||
Loss on asset disposals
|
6
|
|
|
3
|
|
|
1
|
|
|||
Share-based compensation
|
16
|
|
|
19
|
|
|
9
|
|
|||
Other items
|
3
|
|
|
7
|
|
|
6
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
56
|
|
|
(27
|
)
|
|
(48
|
)
|
|||
Inventories
|
(9
|
)
|
|
(40
|
)
|
|
(9
|
)
|
|||
Prepaid expenses and other current assets
|
(29
|
)
|
|
34
|
|
|
(3
|
)
|
|||
Due to (from) parent
|
2
|
|
|
(16
|
)
|
|
22
|
|
|||
Accounts payable
|
(23
|
)
|
|
87
|
|
|
(10
|
)
|
|||
Deferred revenue
|
11
|
|
|
1
|
|
|
(20
|
)
|
|||
Other current liabilities
|
(104
|
)
|
|
(113
|
)
|
|
203
|
|
|||
Other long-term assets and liabilities
|
8
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Net cash provided by operating activities
|
620
|
|
|
168
|
|
|
267
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(102
|
)
|
|
(120
|
)
|
|
(133
|
)
|
|||
Acquisition of CVR Nitrogen, net of cash acquired
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||
Investment in affiliates, net of return of investment
|
—
|
|
|
(76
|
)
|
|
(5
|
)
|
|||
Other investing activities
|
2
|
|
|
—
|
|
|
1
|
|
|||
Net cash used in investing activities
|
(100
|
)
|
|
(196
|
)
|
|
(201
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds on issuance of 2023 Notes, net of original issue discount
|
—
|
|
|
—
|
|
|
629
|
|
|||
Principal and premium payments on 2021 Notes
|
—
|
|
|
—
|
|
|
(322
|
)
|
|||
Payments of revolving debt
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||
Principal payments on CRNF credit facility
|
—
|
|
|
—
|
|
|
(125
|
)
|
|||
Dividends to CVR Energy’s stockholders
|
(238
|
)
|
|
(174
|
)
|
|
(174
|
)
|
|||
Distributions to CVR Refining’s noncontrolling interest holders
|
(93
|
)
|
|
(47
|
)
|
|
—
|
|
|||
Distributions to CVR Partners’ noncontrolling interest holders
|
—
|
|
|
(2
|
)
|
|
(42
|
)
|
|||
Other financing activities
|
(3
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|||
Net cash used in financing activities
|
(334
|
)
|
|
(226
|
)
|
|
(95
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
186
|
|
|
(254
|
)
|
|
(29
|
)
|
|||
Cash and cash equivalents, beginning of period
|
482
|
|
|
736
|
|
|
765
|
|
|||
Cash and cash equivalents, end of period
|
$
|
668
|
|
|
$
|
482
|
|
|
$
|
736
|
|
|
December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Finished goods
|
$
|
186
|
|
|
$
|
172
|
|
Raw materials
|
105
|
|
|
98
|
|
||
In-process inventories
|
12
|
|
|
22
|
|
||
Parts and supplies
|
77
|
|
|
77
|
|
||
Total Inventories
|
$
|
380
|
|
|
$
|
369
|
|
Asset
|
Range of Useful
Lives, in Years
|
Land improvements
|
15 to 30
|
Buildings
|
20 to 30
|
Machinery and equipment
|
5 to 30
|
Other
|
5 to 30
|
|
December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Land and improvements
|
$
|
43
|
|
|
$
|
47
|
|
Buildings
|
82
|
|
|
83
|
|
||
Machinery and equipment
|
3,754
|
|
|
3,734
|
|
||
Other
|
203
|
|
|
155
|
|
||
|
4,082
|
|
|
4,019
|
|
||
Less: Accumulated depreciation
|
1,637
|
|
|
1,431
|
|
||
Total Property, plant and equipment, net
|
$
|
2,445
|
|
|
$
|
2,588
|
|
•
|
Petroleum Segment
- The vast majority of Petroleum Segment contracts contain pricing that is based on the market price for the product at the time of delivery. Obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to customers. Concurrent with the transfer of control, the right to payment for the delivered product is received, the customer accepts the product and the customer has significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Any pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of materials and other. Non-monetary product exchanges and certain buy/sell transactions which are entered into in the normal course of business are included on a net cost basis in operating expenses on the Consolidated Statements of Operations.
|
•
|
Nitrogen Fertilizer Segment
- Revenue is recognized when our customers receive control of the product. The adoption of ASC 606 resulted in the recognition of deferred revenue which represents customer prepayments under contracts that guarantee a price and supply of nitrogen fertilizer product in quantities expected to be delivered in the normal course of business.
|
(in millions)
|
December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without adoption of ASC 606
|
|
Effect of change
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts Receivable
|
$
|
169
|
|
|
$
|
124
|
|
|
$
|
45
|
|
Liabilities
|
|
|
|
|
|
||||||
Deferred Revenue (1)
|
$
|
69
|
|
|
$
|
24
|
|
|
$
|
45
|
|
(1)
|
Deferred Revenues are recorded within the Other Current Liabilities financial statement line item.
|
•
|
Under the short-term lease exception provided for in the standard, ROU assets and related lease liabilities for leases with a term greater than one year were and will be recognized;
|
•
|
The accounting treatment for existing land easements was carried forward;
|
•
|
Lease and non-lease components were and will not be bifurcated for all of the Company’s asset groups; and
|
•
|
The portfolio approach was and will be used in the selection of the discount rate used to calculate minimum lease payments and the related ROU asset and operating lease liability amounts.
|
•
|
Enable South Central Pipeline, LLC (“Enable JV”, formerly Velocity Pipeline Partners, LLC) - CVR Refining owns a
40%
interest in Enable JV, which operates a 12-inch 26-mile crude oil pipeline with a capacity of approximately
80,000
barrels per day that is connected to the Wynnewood Refinery. The remaining interest in Enable JV is owned by Enable Midstream Partners, LP.
|
•
|
Midway Pipeline, LLC (“Midway JV”) - CVR Refining owns a
50%
interest in Midway JV, which operates a 16-inch
100
mile crude oil pipeline with a capacity of approximately
120,000
barrels per day which connects the Coffeyville Refinery to the Cushing Oklahoma oil hub.
|
(in millions)
|
Enable JV
|
|
Midway JV
|
|
Total
|
|||||||
Balance at December 31, 2016
|
6
|
|
—
|
|
—
|
|
|
6
|
|
|||
Contributions
|
1
|
|
—
|
|
76
|
|
|
77
|
|
|||
Cash Distributions
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Equity income
|
—
|
|
—
|
|
1
|
|
|
1
|
|
|||
Balance at December 31, 2017
|
6
|
|
|
77
|
|
|
83
|
|
||||
Cash Distributions
|
(2
|
)
|
|
(5
|
)
|
|
(7
|
)
|
||||
Equity income
|
2
|
|
|
6
|
|
|
8
|
|
||||
Balance at December 31, 2018
|
$
|
6
|
|
|
$
|
78
|
|
|
$
|
84
|
|
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
CVR Partners:
|
|
|
|
||||
9.25% Senior Secured Notes due June 2023 (a)
|
$
|
645
|
|
|
$
|
645
|
|
6.50% Senior Notes due April 2021
|
2
|
|
|
2
|
|
||
Unamortized discount and debt issuance costs
|
(18
|
)
|
|
(22
|
)
|
||
Total CVR Partners Debt
|
$
|
629
|
|
|
$
|
625
|
|
|
|
|
|
||||
CVR Refining:
|
|
|
|
||||
6.50% Senior Notes due November 2022 (b)
|
$
|
500
|
|
|
$
|
500
|
|
Capital lease obligations
|
44
|
|
|
45
|
|
||
Unamortized debt issuance cost
|
(3
|
)
|
|
(4
|
)
|
||
Current portion of capital lease obligations
|
(3
|
)
|
|
(2
|
)
|
||
Total CVR Refining Debt
|
$
|
538
|
|
|
$
|
539
|
|
|
|
|
|
||||
Total Long-Term Debt
|
$
|
1,167
|
|
|
$
|
1,164
|
|
|
(a)
|
This debt was issued at a
$16 million
discount which is being amortized, as interest expense, over the remaining term of the debt. Debt issuance costs associated with this debt totaled
$9 million
.
|
(b)
|
Debt issuance costs associated with this debt totaled
$9 million
. On January 29, 2019, the 2022 Senior Notes were amended such that CVR Refining was replaced by CVR Energy Inc. as the primary guarantor, on a senior unsecured basis, of the 2022 Senior Notes. The CVR Energy Inc. guarantee is full and unconditional and joint and several. See Note 15 ("Guarantor") for further discussion and implications of this change to guarantor.
|
(in millions)
|
Total Capacity
|
|
Amount Borrowed as of December 31, 2018
|
|
Outstanding Letters of Credit
|
|
Available Capacity as of December 31, 2018
|
|
Maturity Date
|
||||||||
|
|
||||||||||||||||
Amended and Restated Asset Based (ABL) Credit Facility (c)
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
394
|
|
|
November 14, 2022
|
Asset Based (ABL) Credit Facility (d)
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
September 30, 2021
|
|
(c)
|
Loans under the Amended and Restated ABL Credit Facility initially bear interest at an annual rate equal to (i)
1.50%
plus LIBOR or (ii)
0.50%
plus a base rate, subject to quarterly excess availability.
|
(d)
|
Loans under the ABL Credit Facility initially bear interest at an annual rate equal to (i)
2.00%
plus LIBOR or (ii)
1.00%
plus a base rate, subject to a
0.50%
step-down based on the previous quarter’s excess availability.
|
Year Ending December 31,
|
Capital Lease
|
||
(in millions)
|
|
||
2019 - 2023 (annually $7 million)
|
$
|
35
|
|
Thereafter
|
37
|
|
|
Total future payments
|
72
|
|
|
Less: amount representing interest
|
28
|
|
|
Present value of future minimum payments
|
44
|
|
|
Less: current portion
|
3
|
|
|
Long-term portion
|
$
|
41
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
(in millions)
|
Petroleum
|
|
Nitrogen Fertilizer
|
|
Other / Eliminations
|
|
Consolidated
|
||||||||
Gasoline
|
$
|
3,383
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,383
|
|
Distillates (a)
|
3,067
|
|
|
—
|
|
|
—
|
|
|
3,067
|
|
||||
Ammonia
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
||||
UAN
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
||||
Other urea products
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Freight revenue
|
23
|
|
|
34
|
|
|
—
|
|
|
57
|
|
||||
Other (b)
|
206
|
|
|
8
|
|
|
(7
|
)
|
|
207
|
|
||||
Revenue from product sales
|
6,679
|
|
|
351
|
|
|
(7
|
)
|
|
7,023
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Crude oil sales
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
||||
Other revenue (b)
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total revenue
|
$
|
6,780
|
|
|
$
|
351
|
|
|
$
|
(7
|
)
|
|
$
|
7,124
|
|
|
(a)
|
Distillates consist primarily of diesel fuel, kerosene and jet fuel.
|
(b)
|
Other revenue consists primarily of feedstock and asphalt sales and Cushing, OK storage tank lease revenue. See Note 2 (“Summary of Significant Accounting Policies”) for further discussion.
|
(in millions)
|
|
Year Ended December 31, 2018
|
||
Balance at January 1, 2018
|
|
$
|
34
|
|
Add:
|
|
|
||
New prepay contracts entered into during the period, net of adjustments
|
|
92
|
|
|
Less:
|
|
|
||
Revenue recognized that was included in the contract liability balance at the beginning of the period
|
|
34
|
|
|
Revenue recognized related to contracts entered into during the period
|
|
23
|
|
|
Balance at December 31, 2018
|
|
$
|
69
|
|
Gain (Loss) on Derivatives by Type
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Forward purchases
|
$
|
103
|
|
|
$
|
(26
|
)
|
|
$
|
—
|
|
Swaps
|
44
|
|
|
(43
|
)
|
|
(19
|
)
|
|||
Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Total gain (loss) on derivatives, net
|
$
|
146
|
|
|
$
|
(70
|
)
|
|
$
|
(19
|
)
|
Open Commodity Derivative Instruments
|
|||||
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
Commodity Swap Instruments:
|
|
|
|
||
2-1-1 Crack spreads
|
—
|
|
|
7
|
|
Distillate Crack spreads
|
—
|
|
|
4
|
|
Gasoline Crack spreads
|
—
|
|
|
4
|
|
Purchase and Sale Commitments - Futures Contracts:
|
|
|
|
||
Canadian crude oil
|
2
|
|
|
6
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Commodity Derivatives
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
71
|
|
Less: Counterparty Netting
|
(1
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(7
|
)
|
||||
Total Net Fair Value of Derivatives
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)
|
•
|
Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value)
|
|
December 31, 2018
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Location and Description
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Other current assets (commodity derivatives)
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Total Assets
|
$
|
50
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Other current liabilities (Renewable Fuel Standard “RFS” obligation)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Long-term debt
|
—
|
|
|
(1,163
|
)
|
|
—
|
|
|
(1,163
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(1,165
|
)
|
|
$
|
—
|
|
|
$
|
(1,165
|
)
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Location and Description
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Total Assets
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Other current liabilities (commodity derivatives)
|
$
|
—
|
|
|
$
|
(64
|
)
|
|
$
|
—
|
|
|
$
|
(64
|
)
|
Other current liabilities (RFS obligation)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Long-term debt
|
—
|
|
|
(1,209
|
)
|
|
—
|
|
|
(1,209
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(1,274
|
)
|
|
$
|
—
|
|
|
$
|
(1,274
|
)
|
|
|
Shares or Units
|
|
Weighted-
Average Grant-Date Fair Value
(Per Share or Unit)
|
|
Aggregate
Intrinsic Value
(In Millions)
|
|||||
Non-vested at December 31, 2016
|
|
2,664,438
|
|
|
$
|
10.76
|
|
|
$
|
24
|
|
Granted
|
|
1,713,192
|
|
|
8.52
|
|
|
|
|||
Vested
|
|
(1,062,382
|
)
|
|
11.62
|
|
|
|
|||
Forfeited
|
|
(361,301
|
)
|
|
12.29
|
|
|
|
|||
Non-vested at December 31, 2017
|
|
2,953,947
|
|
|
$
|
8.97
|
|
|
$
|
33
|
|
Granted
|
|
1,236,322
|
|
|
16.11
|
|
|
|
|||
Vested
|
|
(1,140,423
|
)
|
|
9.74
|
|
|
|
|||
Forfeited
|
|
(617,773
|
)
|
|
9.39
|
|
|
|
|||
Non-vested December 31, 2018
|
|
2,432,073
|
|
|
$
|
12.13
|
|
|
$
|
24
|
|
|
Expenses
|
|
Unrecognized Expense
|
|||||||||||||
|
For the year ended December 31,
|
|
At December 31, 2018
|
|||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
Amount
|
Weighted Average Remaining Years
|
||||||||
Share based awards
|
|
|
|
|
|
|
|
|
||||||||
Incentive Units
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
15
|
|
1.7
|
Phantom Units
|
8
|
|
|
8
|
|
|
3
|
|
|
4
|
|
1.6
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Performance awards
|
|
|
|
|
|
|
|
|
||||||||
CEO Performance Award
|
2
|
|
|
—
|
|
|
—
|
|
|
8
|
|
3.0
|
||||
2018 CEO Performance Award
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
0.0
|
||||
Former CEO Performance Award
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
0.0
|
||||
Total expense
|
$
|
16
|
|
|
$
|
19
|
|
|
$
|
9
|
|
|
$
|
27
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
31
|
|
|
$
|
(1
|
)
|
|
$
|
67
|
|
State
|
(7
|
)
|
|
(22
|
)
|
|
(7
|
)
|
|||
Total current
|
24
|
|
|
(23
|
)
|
|
60
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
47
|
|
|
(181
|
)
|
|
(61
|
)
|
|||
State
|
18
|
|
|
(13
|
)
|
|
(19
|
)
|
|||
Total deferred
|
65
|
|
|
(194
|
)
|
|
(80
|
)
|
|||
Total income tax expense (benefit)
|
$
|
89
|
|
|
$
|
(217
|
)
|
|
$
|
(20
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Tax computed at federal statutory rate
|
$
|
105
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
State income taxes, net of federal tax benefit
|
14
|
|
|
(16
|
)
|
|
(8
|
)
|
|||
State tax incentives, net of federal tax expense
|
(4
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|||
Noncontrolling interest
|
(26
|
)
|
|
6
|
|
|
6
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Adjustment to deferred tax assets and liabilities for enacted change in federal tax rate (a)
|
—
|
|
|
(200
|
)
|
|
—
|
|
|||
Total income tax expense (benefit)
|
$
|
89
|
|
|
$
|
(217
|
)
|
|
$
|
(20
|
)
|
|
(a)
|
The income tax benefit for the year ended December 31, 2017 was favorably impacted as a result of the Tax Cuts and Jobs Act legislation that was signed into law in December 2017, reducing the federal income tax rate from 35% to 21% beginning in 2018. As a result, the Company’s net deferred tax liabilities at December 31, 2017 were remeasured to reflect the lower tax rate that will be in effect for the years in which the deferred tax assets and liabilities will be realized.
|
|
December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
||||
State tax credit carryforward, net
|
$
|
11
|
|
|
$
|
11
|
|
Net operating loss carryforward
|
—
|
|
|
7
|
|
||
Total gross deferred income tax assets
|
11
|
|
|
18
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Investment in CVR Partners
|
(59
|
)
|
|
(55
|
)
|
||
Investment in CVR Refining
|
(309
|
)
|
|
(345
|
)
|
||
Other
|
(5
|
)
|
|
(4
|
)
|
||
Total gross deferred income tax liabilities
|
(373
|
)
|
|
(404
|
)
|
||
Net deferred income tax liabilities
|
$
|
(362
|
)
|
|
$
|
(386
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance beginning of year
|
$
|
29
|
|
|
$
|
44
|
|
|
$
|
49
|
|
Reductions related to expirations of statute of limitations
|
(6
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|||
Balance end of year
|
$
|
23
|
|
|
$
|
29
|
|
|
$
|
44
|
|
Year Ending December 31,
|
Operating
Leases
|
|
Unconditional
Purchase
Obligations
|
||||
(in millions)
|
|
||||||
2019
|
$
|
24
|
|
|
$
|
129
|
|
2020
|
20
|
|
|
89
|
|
||
2021
|
18
|
|
|
78
|
|
||
2022
|
16
|
|
|
76
|
|
||
2023
|
12
|
|
|
75
|
|
||
Thereafter
|
26
|
|
|
444
|
|
||
|
$
|
116
|
|
|
$
|
891
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
||||||
Petroleum
|
$
|
6,780
|
|
|
$
|
5,664
|
|
|
$
|
4,431
|
|
Nitrogen Fertilizer
|
351
|
|
|
331
|
|
|
356
|
|
|||
Other
|
(7
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|||
Total net sales
|
$
|
7,124
|
|
|
$
|
5,988
|
|
|
$
|
4,782
|
|
Operating income (loss)
|
|
|
|
|
|
||||||
Petroleum
|
$
|
599
|
|
|
$
|
134
|
|
|
$
|
58
|
|
Nitrogen Fertilizer
|
6
|
|
|
(10
|
)
|
|
26
|
|
|||
Other
|
(18
|
)
|
|
(17
|
)
|
|
(14
|
)
|
|||
Total operating income (loss)
|
$
|
587
|
|
|
$
|
107
|
|
|
$
|
70
|
|
Interest expense, net
|
(102
|
)
|
|
(109
|
)
|
|
(83
|
)
|
|||
Other income, net
|
15
|
|
|
2
|
|
|
2
|
|
|||
Earnings before income taxes
|
500
|
|
|
—
|
|
|
(11
|
)
|
|||
Depreciation and amortization
|
|
|
|
|
|
||||||
Petroleum
|
134
|
|
|
133
|
|
|
129
|
|
|||
Nitrogen Fertilizer
|
72
|
|
|
74
|
|
|
58
|
|
|||
Other
|
7
|
|
|
7
|
|
|
6
|
|
|||
Total depreciation and amortization
|
213
|
|
|
214
|
|
|
193
|
|
|||
Capital expenditures
|
|
|
|
|
|
||||||
Petroleum
|
$
|
79
|
|
|
$
|
101
|
|
|
$
|
102
|
|
Nitrogen fertilizer
|
19
|
|
|
14
|
|
|
23
|
|
|||
Other
|
4
|
|
|
5
|
|
|
8
|
|
|||
Total
|
$
|
102
|
|
|
$
|
120
|
|
|
$
|
133
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Total assets
|
|
|
|
|
|
||||||
Petroleum
|
$
|
2,360
|
|
|
$
|
2,270
|
|
|
$
|
2,332
|
|
Nitrogen Fertilizer
|
1,254
|
|
|
1,234
|
|
|
1,312
|
|
|||
Other
|
293
|
|
|
303
|
|
|
406
|
|
|||
Total
|
$
|
3,907
|
|
|
$
|
3,807
|
|
|
$
|
4,050
|
|
|
Year Ended December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Supplemental disclosures:
|
|
||||||
Cash paid for income taxes, net of refunds
|
$
|
31
|
|
|
$
|
15
|
|
Cash paid for interest
|
103
|
|
|
106
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Construction in progress additions included in accounts payable
|
$
|
17
|
|
|
$
|
8
|
|
Change in accounts payable related to construction in progress additions
|
9
|
|
|
(5
|
)
|
||
Landlord incentives for leasehold improvements
|
—
|
|
|
1
|
|
Expenses with related parties
|
Year ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of materials and other
|
|
|
|
|
|
||||||
Joint Venture Transportation Agreement:
|
|
|
|
|
|
||||||
Enable JV
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Payments made
|
|
|
|
|
|
||||||
Dividends (1)
|
179
|
|
|
$
|
142
|
|
|
142
|
|
||
Tax Allocation Agreement with AEP
|
12
|
|
|
15
|
|
|
45
|
|
Amounts due to/from related parties
|
|
|
|
||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accounts Receivable (Payable)
|
|
|
|
||||
Tax Allocation Agreement with AEP
|
$
|
4
|
|
|
$
|
5
|
|
(in millions)
|
December 31, 2017
|
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
Total Dividends
Paid in 2018
|
||||||||||
Amount paid to IEP
|
$
|
36
|
|
|
$
|
36
|
|
|
$
|
53
|
|
|
$
|
54
|
|
|
$
|
179
|
|
Amounts paid to public stockholders
|
7
|
|
|
8
|
|
|
22
|
|
|
22
|
|
|
59
|
|
|||||
Total amount paid
|
$
|
43
|
|
|
$
|
44
|
|
|
$
|
75
|
|
|
$
|
76
|
|
|
$
|
238
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.75
|
|
|
$
|
0.75
|
|
|
$
|
2.50
|
|
(in millions)
|
December 31, 2016
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
Total Dividends
Paid in 2017 |
||||||||||
Amount paid to IEP
|
$
|
35
|
|
|
$
|
36
|
|
|
$
|
35
|
|
|
$
|
36
|
|
|
$
|
142
|
|
Amounts paid to public stockholders
|
8
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
32
|
|
|||||
Total amount paid
|
$
|
43
|
|
|
$
|
44
|
|
|
$
|
43
|
|
|
$
|
44
|
|
|
$
|
174
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
2.00
|
|
(in millions)
|
December 31, 2015
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
Total Dividends
Paid in 2016 |
||||||||||
Amount paid to IEP
|
$
|
35
|
|
|
$
|
36
|
|
|
$
|
35
|
|
|
$
|
36
|
|
|
$
|
142
|
|
Amounts paid to public stockholders
|
8
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
32
|
|
|||||
Total amount paid
|
$
|
43
|
|
|
$
|
44
|
|
|
$
|
43
|
|
|
$
|
44
|
|
|
$
|
174
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
2.00
|
|
•
|
Parent - represents CVR Energy, Inc. which, as of January 29, 2019, guarantees the 2022 Senior Notes;
|
•
|
Subsidiary Issuer - represents Refining LLC and Coffeyville Finance, Inc. (“Coffeyville Finance”), which are the issuers of the 2022 Senior Notes. Coffeyville Finance has no assets or operations, thus the columns presents the financial position, results and cash flows of Refining LLC;
|
•
|
Guarantor Subsidiaries - represents the operating subsidiaries of Refining LLC, which also represent the operating subsidiaries of CVR Refining, and CRLLC, an indirect wholly-owned subsidiary of CVR Energy. CRLLC’s activities consist of general and administrative functions for the Company’s operating businesses; and
|
•
|
Non-Guarantor Subsidiaries - represents CVR Partners and other subsidiaries of CVR Energy that do not guarantee the 2022 Senior Notes.
|
|
December 31, 2018
|
|||||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Intercompany Elimination
|
|
Consolidated
|
|||||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
340
|
|
|
$
|
252
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
668
|
|
|||
Accounts receivable
|
—
|
|
|
—
|
|
|
107
|
|
|
62
|
|
|
—
|
|
|
169
|
|
|||||||||
Intercompany receivable
|
6
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||||||||
Inventories
|
—
|
|
|
—
|
|
|
316
|
|
|
64
|
|
|
—
|
|
|
380
|
|
|||||||||
Prepaid expenses and other current assets
|
31
|
|
|
1
|
|
|
47
|
|
|
5
|
|
|
(8
|
)
|
|
76
|
|
|||||||||
Total current assets
|
40
|
|
|
341
|
|
|
726
|
|
—
|
|
204
|
|
—
|
|
(18
|
)
|
—
|
|
1,293
|
|
||||||
Property, plant and equipment, net of accumulated depreciation
|
—
|
|
|
—
|
|
|
1,425
|
|
|
1,020
|
|
|
—
|
|
|
2,445
|
|
|||||||||
Investment in and advances from subsidiaries
|
1,192
|
|
|
1,601
|
|
|
173
|
|
|
1,440
|
|
|
(4,406
|
)
|
|
—
|
|
|||||||||
Other long-term assets
|
—
|
|
|
1
|
|
|
123
|
|
|
45
|
|
|
—
|
|
|
169
|
|
|||||||||
Total assets
|
$
|
1,232
|
|
|
$
|
1,943
|
|
|
$
|
2,447
|
|
200,000
|
|
$
|
2,709
|
|
200,000
|
|
$
|
(4,424
|
)
|
200,000
|
|
$
|
3,907
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Note payable and capital lease obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|||
Accounts payable
|
1
|
|
|
—
|
|
|
291
|
|
|
29
|
|
|
(1
|
)
|
|
320
|
|
|||||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|||||||||
Other current liabilities
|
6
|
|
|
7
|
|
|
62
|
|
|
105
|
|
|
(7
|
)
|
|
173
|
|
|||||||||
Total current liabilities
|
7
|
|
|
7
|
|
|
356
|
|
—
|
|
144
|
|
—
|
|
(18
|
)
|
—
|
|
496
|
|
||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Long-term debt and capital lease obligations, net of current portion
|
—
|
|
|
496
|
|
|
42
|
|
|
629
|
|
|
—
|
|
|
1,167
|
|
|||||||||
Investment and advances from subsidiaries
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|||||||||
Deferred income taxes
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
386
|
|
|
—
|
|
|
362
|
|
|||||||||
Other long-term liabilities
|
3
|
|
|
—
|
|
|
7
|
|
|
4
|
|
|
—
|
|
|
14
|
|
|||||||||
Total long-term liabilities
|
(21
|
)
|
|
496
|
|
|
155
|
|
—
|
|
1,019
|
|
—
|
|
(106
|
)
|
—
|
|
1,543
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total CVR stockholders’ equity
|
1,246
|
|
|
1,440
|
|
|
1,936
|
|
|
924
|
|
|
(4,300
|
)
|
|
1,246
|
|
|||||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
622
|
|
|
—
|
|
|
622
|
|
|||||||||
Total equity
|
1,246
|
|
|
1,440
|
|
|
1,936
|
|
|
1,546
|
|
|
(4,300
|
)
|
|
1,868
|
|
|||||||||
Total liabilities and equity
|
$
|
1,232
|
|
|
$
|
1,943
|
|
|
$
|
2,447
|
|
—
|
|
$
|
2,709
|
|
—
|
|
$
|
(4,424
|
)
|
—
|
|
$
|
3,907
|
|
|
December 31, 2017
|
|||||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Intercompany Elimination
|
|
Consolidated
|
|||||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and cash equivalents
|
$
|
4
|
|
|
$
|
163
|
|
|
$
|
261
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
482
|
|
|||
Accounts receivable
|
—
|
|
|
—
|
|
|
169
|
|
|
10
|
|
|
—
|
|
|
179
|
|
|||||||||
Intercompany receivables
|
9
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||||||||
Inventories
|
—
|
|
|
—
|
|
|
316
|
|
|
53
|
|
|
—
|
|
|
369
|
|
|||||||||
Prepaid expenses and other current assets
|
13
|
|
|
1
|
|
|
23
|
|
|
18
|
|
|
(7
|
)
|
|
48
|
|
|||||||||
Total current assets
|
26
|
|
|
164
|
|
|
777
|
|
—
|
|
135
|
|
—
|
|
(24
|
)
|
—
|
|
1,078
|
|
||||||
Property, plant and equipment, net of accumulated depreciation
|
—
|
|
|
—
|
|
|
1,513
|
|
|
1,075
|
|
|
—
|
|
|
2,588
|
|
|||||||||
Investment in and advances from subsidiaries
|
897
|
|
|
1,596
|
|
|
189
|
|
|
1,259
|
|
|
(3,941
|
)
|
|
—
|
|
|||||||||
Other long-term assets
|
1
|
|
|
1
|
|
|
91
|
|
|
48
|
|
|
—
|
|
|
141
|
|
|||||||||
Total assets
|
$
|
924
|
|
|
$
|
1,761
|
|
|
$
|
2,570
|
|
—
|
|
$
|
2,517
|
|
—
|
|
$
|
(3,965
|
)
|
—
|
|
$
|
3,807
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Note payable and capital lease obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|||
Accounts payable
|
1
|
|
|
—
|
|
|
310
|
|
|
24
|
|
|
(1
|
)
|
|
334
|
|
|||||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
|||||||||
Other current liabilities
|
12
|
|
|
5
|
|
|
151
|
|
|
46
|
|
|
(6
|
)
|
|
208
|
|
|||||||||
Total current liabilities
|
13
|
|
|
5
|
|
|
463
|
|
—
|
|
87
|
|
—
|
|
(24
|
)
|
—
|
|
544
|
|
||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Long-term debt and capital lease obligations, net of current portion
|
—
|
|
|
496
|
|
|
42
|
|
|
626
|
|
|
—
|
|
|
1,164
|
|
|||||||||
Investment and advances from subsidiaries
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
(230
|
)
|
|
—
|
|
|||||||||
Deferred income taxes
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|
386
|
|
|||||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
—
|
|
|
9
|
|
|||||||||
Total long-term liabilities
|
(8
|
)
|
|
496
|
|
|
276
|
|
—
|
|
1,025
|
|
—
|
|
(230
|
)
|
—
|
|
1,559
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total CVR stockholders’ equity
|
919
|
|
|
1,260
|
|
|
1,831
|
|
|
620
|
|
|
(3,711
|
)
|
|
919
|
|
|||||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|
785
|
|
|||||||||
Total equity
|
919
|
|
|
1,260
|
|
|
1,831
|
|
—
|
|
1,405
|
|
—
|
|
(3,711
|
)
|
—
|
|
1,704
|
|
||||||
Total liabilities and equity
|
$
|
924
|
|
|
$
|
1,761
|
|
|
$
|
2,570
|
|
—
|
|
$
|
2,517
|
|
—
|
|
$
|
(3,965
|
)
|
—
|
|
$
|
3,807
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Intercompany Eliminations
|
|
Consolidated
|
||||||||||||
(in millions)
|
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,779
|
|
|
$
|
351
|
|
|
$
|
(6
|
)
|
|
$
|
7,124
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of materials and other
|
—
|
|
|
—
|
|
|
5,601
|
|
|
88
|
|
|
(6
|
)
|
|
5,683
|
|
||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
364
|
|
|
159
|
|
|
—
|
|
|
523
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
130
|
|
|
72
|
|
|
—
|
|
|
202
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
6,095
|
|
|
319
|
|
|
(6
|
)
|
|
6,408
|
|
||||||
Selling, general and administrative expenses
|
17
|
|
|
1
|
|
|
60
|
|
|
34
|
|
|
—
|
|
|
112
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
8
|
|
|
3
|
|
|
—
|
|
|
11
|
|
||||||
Loss on asset disposals
|
—
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
6
|
|
||||||
Operating income (loss)
|
(17
|
)
|
|
(1
|
)
|
|
611
|
|
|
(6
|
)
|
|
—
|
|
|
587
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
—
|
|
|
(32
|
)
|
|
(7
|
)
|
|
(63
|
)
|
|
—
|
|
|
(102
|
)
|
||||||
Other income, net
|
—
|
|
|
—
|
|
|
9
|
|
|
6
|
|
|
—
|
|
|
15
|
|
||||||
Income (loss) from subsidiaries
|
303
|
|
|
611
|
|
|
(46
|
)
|
|
578
|
|
|
(1,446
|
)
|
|
—
|
|
||||||
Income (loss) before income taxes
|
286
|
|
|
578
|
|
|
567
|
|
|
515
|
|
|
(1,446
|
)
|
|
500
|
|
||||||
Income tax expense (benefit)
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
89
|
|
||||||
Net income (loss)
|
289
|
|
|
578
|
|
|
567
|
|
|
423
|
|
|
(1,446
|
)
|
|
411
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
||||||
Net income (loss) attributable to CVR Energy stockholders
|
$
|
289
|
|
|
$
|
578
|
|
|
$
|
567
|
|
|
$
|
301
|
|
|
$
|
(1,446
|
)
|
|
$
|
289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Intercompany Elimination
|
|
Consolidated
|
||||||||||||
(in millions)
|
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,665
|
|
|
$
|
331
|
|
|
$
|
(8
|
)
|
|
$
|
5,988
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of materials and other
|
—
|
|
|
—
|
|
|
4,876
|
|
|
85
|
|
|
(8
|
)
|
|
4,953
|
|
||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
441
|
|
|
157
|
|
|
—
|
|
|
598
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
129
|
|
|
74
|
|
|
—
|
|
|
203
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
5,446
|
|
|
316
|
|
|
(8
|
)
|
|
5,754
|
|
||||||
Selling, general and administrative expenses
|
15
|
|
|
1
|
|
|
14
|
|
|
83
|
|
|
—
|
|
|
113
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
8
|
|
|
3
|
|
|
—
|
|
|
11
|
|
||||||
Loss on asset disposals
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Operating income (loss)
|
(15
|
)
|
|
(1
|
)
|
|
194
|
|
|
(71
|
)
|
|
—
|
|
|
107
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
—
|
|
|
(34
|
)
|
|
(11
|
)
|
|
(64
|
)
|
|
—
|
|
|
(109
|
)
|
||||||
Other income, net
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||||
Income (loss) from subsidiaries
|
246
|
|
|
184
|
|
|
(88
|
)
|
|
148
|
|
|
(490
|
)
|
|
—
|
|
||||||
Income (loss) before income taxes
|
231
|
|
|
149
|
|
|
96
|
|
|
14
|
|
|
(490
|
)
|
|
—
|
|
||||||
Income tax benefit
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
—
|
|
|
(217
|
)
|
||||||
Net income (loss)
|
235
|
|
|
149
|
|
|
96
|
|
|
227
|
|
|
(490
|
)
|
|
217
|
|
||||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Net income (loss) attributable to CVR Energy stockholders
|
$
|
235
|
|
|
$
|
149
|
|
|
$
|
96
|
|
|
$
|
245
|
|
|
$
|
(490
|
)
|
|
$
|
235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Intercompany Elimination
|
|
Consolidated
|
||||||||||||
(in millions)
|
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,432
|
|
|
$
|
356
|
|
|
$
|
(6
|
)
|
|
$
|
4,782
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of materials and other
|
—
|
|
|
—
|
|
|
3,780
|
|
|
93
|
|
|
(6
|
)
|
|
3,867
|
|
||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
392
|
|
|
149
|
|
|
—
|
|
|
541
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
126
|
|
|
58
|
|
|
—
|
|
|
184
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
4,298
|
|
|
300
|
|
|
(6
|
)
|
|
4,592
|
|
||||||
Selling, general and administrative expenses
|
12
|
|
|
1
|
|
|
15
|
|
|
82
|
|
|
—
|
|
|
110
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
||||||
Loss on asset disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Operating income (loss)
|
(12
|
)
|
|
(1
|
)
|
|
113
|
|
|
(30
|
)
|
|
—
|
|
|
70
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
—
|
|
|
(32
|
)
|
|
(2
|
)
|
|
(49
|
)
|
|
—
|
|
|
(83
|
)
|
||||||
Other income, net
|
5
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
||||||
Income (loss) from subsidiaries
|
26
|
|
|
103
|
|
|
(64
|
)
|
|
78
|
|
|
(143
|
)
|
|
—
|
|
||||||
Income (loss) before income taxes
|
19
|
|
|
70
|
|
|
47
|
|
|
(4
|
)
|
|
(143
|
)
|
|
(11
|
)
|
||||||
Income tax benefit
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(20
|
)
|
||||||
Net income (loss)
|
25
|
|
|
70
|
|
|
47
|
|
|
10
|
|
|
(143
|
)
|
|
9
|
|
||||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
Net income (loss) attributable to CVR Energy stockholders
|
$
|
25
|
|
|
$
|
70
|
|
|
$
|
47
|
|
|
$
|
26
|
|
|
$
|
(143
|
)
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Intercompany Elimination
|
|
Consolidated
|
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
38
|
|
|
(31
|
)
|
|
687
|
|
|
(77
|
)
|
|
3
|
|
|
620
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(3
|
)
|
|
—
|
|
|
(79
|
)
|
|
(20
|
)
|
|
—
|
|
|
(102
|
)
|
||||||
Investment in affiliates, net of return of investment
|
202
|
|
|
630
|
|
|
679
|
|
|
435
|
|
|
(1,946
|
)
|
|
—
|
|
||||||
Other investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Net cash provided by (used in) investing activities
|
199
|
|
|
630
|
|
|
600
|
|
|
417
|
|
|
(1,946
|
)
|
|
(100
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CVR Energy shareholder dividends
|
(238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
||||||
CVR Refining unitholder distributions
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
||||||
Distributions or intercompany advances to other CVR Energy subsidiaries
|
—
|
|
|
(422
|
)
|
|
(1,202
|
)
|
|
(319
|
)
|
|
1,943
|
|
|
—
|
|
||||||
Other financing activities
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(238
|
)
|
|
(422
|
)
|
|
(1,296
|
)
|
|
(321
|
)
|
|
1,943
|
|
|
(334
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(1
|
)
|
|
177
|
|
|
(9
|
)
|
|
19
|
|
|
—
|
|
|
186
|
|
||||||
Cash and cash equivalents, beginning of period
|
4
|
|
|
163
|
|
|
261
|
|
|
54
|
|
|
—
|
|
|
482
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
3
|
|
|
$
|
340
|
|
|
$
|
252
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
668
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Intercompany Elimination
|
|
Consolidated
|
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
(30
|
)
|
|
(32
|
)
|
|
273
|
|
|
(33
|
)
|
|
(10
|
)
|
|
168
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(4
|
)
|
|
—
|
|
|
(101
|
)
|
|
(15
|
)
|
|
—
|
|
|
(120
|
)
|
||||||
Investment in affiliates, net of return of investment
|
207
|
|
|
1,083
|
|
|
112
|
|
|
158
|
|
|
(1,636
|
)
|
|
(76
|
)
|
||||||
Net cash provided by (used in) investing activities
|
203
|
|
|
1,083
|
|
|
11
|
|
|
143
|
|
|
(1,636
|
)
|
|
(196
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CVR Energy dividends
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
||||||
CVR Refining unitholder distributions
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||||
CVR Partners unitholder distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Distributions or intercompany advances to other CVR Energy subsidiaries
|
—
|
|
|
(1,190
|
)
|
|
(338
|
)
|
|
(118
|
)
|
|
1,646
|
|
|
—
|
|
||||||
Other financing activities
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(174
|
)
|
|
(1,190
|
)
|
|
(387
|
)
|
|
(121
|
)
|
|
1,646
|
|
|
(226
|
)
|
||||||
Net decrease in cash and cash equivalents
|
(1
|
)
|
|
(139
|
)
|
|
(103
|
)
|
|
(11
|
)
|
|
—
|
|
|
(254
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
302
|
|
|
364
|
|
|
65
|
|
|
—
|
|
|
736
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
4
|
|
|
$
|
163
|
|
|
$
|
261
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
482
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Intercompany Elimination
|
|
Consolidated
|
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
(29
|
)
|
|
(26
|
)
|
|
380
|
|
|
(45
|
)
|
|
(13
|
)
|
|
267
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(10
|
)
|
|
—
|
|
|
(102
|
)
|
|
(21
|
)
|
|
—
|
|
|
(133
|
)
|
||||||
Acquisition of CVR Nitrogen, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
||||||
Investment in affiliates, net of return of investment
|
214
|
|
|
227
|
|
|
(157
|
)
|
|
281
|
|
|
(570
|
)
|
|
(5
|
)
|
||||||
Other investing activities
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Net cash provided by (used in) investing activities
|
204
|
|
|
227
|
|
|
(258
|
)
|
|
196
|
|
|
(570
|
)
|
|
(201
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds on issuance of 2023 Notes, net of original issue discount
|
—
|
|
|
—
|
|
|
—
|
|
|
629
|
|
|
—
|
|
|
629
|
|
||||||
Principal and premium payments on 2021 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
(322
|
)
|
|
—
|
|
|
(322
|
)
|
||||||
Payments of revolving debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
||||||
Principal payments on CRNF credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
||||||
CVR Energy shareholder dividends
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
||||||
CVR Partners unitholder distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Distributions or intercompany advances to other CVR Energy subsidiaries
|
—
|
|
|
(69
|
)
|
|
(280
|
)
|
|
(234
|
)
|
|
583
|
|
|
—
|
|
||||||
Other financing activities
|
(11
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(185
|
)
|
|
(69
|
)
|
|
(281
|
)
|
|
(143
|
)
|
|
583
|
|
|
(95
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(10
|
)
|
|
132
|
|
|
(159
|
)
|
|
8
|
|
|
—
|
|
|
(29
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
15
|
|
|
170
|
|
|
523
|
|
|
57
|
|
|
—
|
|
|
765
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
302
|
|
|
$
|
364
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
736
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Quarter
|
||||||||||||||
(in millions)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net sales
|
$
|
1,536
|
|
|
$
|
1,915
|
|
|
$
|
1,935
|
|
|
$
|
1,737
|
|
Cost of materials and other (a)
|
1,179
|
|
|
1,560
|
|
|
1,556
|
|
|
1,387
|
|
||||
Direct operating expenses (a)
|
132
|
|
|
141
|
|
|
120
|
|
|
130
|
|
||||
Operating income
|
150
|
|
|
121
|
|
|
179
|
|
|
138
|
|
||||
Net income
|
104
|
|
|
80
|
|
|
121
|
|
|
106
|
|
||||
Net income attributable to noncontrolling interest
|
38
|
|
|
30
|
|
|
31
|
|
|
24
|
|
||||
Net income attributable to CVR Energy stockholders
|
$
|
66
|
|
|
$
|
50
|
|
|
$
|
90
|
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share
|
$
|
0.76
|
|
|
$
|
0.59
|
|
|
$
|
0.94
|
|
|
$
|
0.82
|
|
Dividends declared per share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.75
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding - basic and diluted
|
86.8
|
|
|
86.8
|
|
|
95.8
|
|
|
100.5
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Quarter
|
||||||||||||||
(in millions)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net sales
|
$
|
1,507
|
|
|
$
|
1,434
|
|
|
$
|
1,454
|
|
|
$
|
1,593
|
|
Cost of materials and other (a)
|
1,209
|
|
|
1,229
|
|
|
1,149
|
|
|
1,366
|
|
||||
Direct operating expenses (a)
|
138
|
|
|
124
|
|
|
162
|
|
|
175
|
|
||||
Operating income (loss)
|
80
|
|
|
1
|
|
|
61
|
|
|
(36
|
)
|
||||
Net income (loss)
|
38
|
|
|
(19
|
)
|
|
25
|
|
|
173
|
|
||||
Net income (loss) attributable to noncontrolling interest
|
16
|
|
|
(8
|
)
|
|
3
|
|
|
(27
|
)
|
||||
Net income (loss) attributable to CVR Energy stockholders
|
$
|
22
|
|
|
$
|
(11
|
)
|
|
$
|
22
|
|
|
$
|
200
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings (loss) per share
|
$
|
0.26
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.26
|
|
|
$
|
2.31
|
|
Dividends declared per share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding - basic and diluted
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
(a)
|
Excludes depreciation and amortization expenses.
|
Exhibit Number
|
Exhibit Title
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Filed herewith.
|
|
|
|
**
|
|
Previously filed.
|
|
|
|
†
|
|
Furnished herewith.
|
|
|
|
+
|
|
Denotes management contract or compensatory plan or arrangement.
|
|
|
|
|
CVR Energy, Inc.
|
||
|
By:
|
/s/ DAVID L. LAMP
|
|
|
|
Name:
|
David L. Lamp
|
|
|
Title:
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ DAVID L. LAMP
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
February 21, 2019
|
David L. Lamp
|
|
|
|
|
|
/s/ TRACY D. JACKSON
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
February 21, 2019
|
Tracy D. Jackson
|
|
|
|
|
|
/s/ MATTHEW W. BLEY
|
Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
|
February 21, 2019
|
Matthew W. Bley
|
|
|
|
|
|
/s/ SUNGHWAN CHO
|
Chairman of the Board of Directors
|
February 21, 2019
|
SungHwan Cho
|
|
|
|
|
|
/s/ BOB G. ALEXANDER
|
Director
|
February 21, 2019
|
Bob G. Alexander
|
|
|
|
|
|
/s/ JONATHAN FRATES
|
Director
|
February 21, 2019
|
Jonathan Frates
|
|
|
|
|
|
/s/ STEPHEN MONGILLO
|
Director
|
February 21, 2019
|
Stephen Mongillo
|
|
|
|
|
|
/s/ PATRICIA AGNELLO
|
Director
|
February 21, 2019
|
Patricia Agnello
|
|
|
|
|
|
/s/ HUNTER C. GARY
|
Director
|
February 21, 2019
|
Hunter C. Gary
|
|
|
|
|
|
/s/ JAMES M. STROCK
|
Director
|
February 21, 2019
|
James M. Strock
|
|
|
CVR ENERGY, INC.
______________________________
|
GRANTEE
|
______________________________
|
|
|
CVR ENERGY, INC.
______________________________
|
GRANTEE
|
______________________________
|
|
Name: <<FULL NAME>>
|
Date: February 21, 2019
|
By:
|
/s/ DAVID L. LAMP
|
|
|
David L. Lamp
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: February 21, 2019
|
By:
|
/s/ TRACY D. JACKSON
|
|
|
Tracy D. Jackson
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
By:
|
/s/ MATTHEW W. BLEY
|
|
Matthew W. Bley
|
|
Chief Accounting Officer and Corporate Controller
|
|
(Principal Accounting Officer)
|
Date: February 21, 2019
|
By:
|
/s/ DAVID L. LAMP
|
|
|
David L. Lamp
President and Chief Executive Officer
|
|
By:
|
/s/ TRACY D. JACKSON
|
|
|
Tracy D. Jackson
Executive Vice President, Chief Financial Officer
|
|
By:
|
/s/ MATTHEW W. BLEY
|
|
|
Matthew W. Bley
Chief Accounting Officer and Corporate Controller
|