What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-23 compared with 2021-02-23 · 205 added, 165 removed, 246 unchanged (60% of the section changed)

3 unchanged sentences

CVR Partners produces and markets nitrogen fertilizers in the form of UAN and ammonia.

As used in this Annual Report on Form 10-K, the terms “CVR Energy”, the “Company”, “we”, “us”, or “our” generally include CVR Refining, CVR Partners, and their respective subsidiaries, as consolidated subsidiaries of the Company with certain exceptions where there are transactions or obligations between and among CVR Refining, CVR Partners, and CVR Energy, including their subsidiaries.

As used in this Annual Report on Form 10-K, the terms “CVR Energy”, the “Company”, “we”, “us”, or “our” generally include CVR Refining, CVR Partners, and their respective subsidiaries, as consolidated subsidiaries of the Company, subject to certain exceptions where there are transactions or obligations between and among CVR Refining, CVR Partners, and CVR Energy, including their respective subsidiaries.

Refer to “Petroleum” and “Nitrogen Fertilizer” below for further details on our two business segments.

2 unchanged sentences

As of December 31, 2021, we owned the general partner and approximately 36% of the outstanding common units representing limited partner interests in CVR Partners, with the public owning the remaining outstanding common units of CVR Partners.

As of December 31, 2020, we owned the general partner and all outstanding common units of CVR Refining, which common units of CVR Refining not then owned by the Company or its subsidiaries were purchased on January 29, 2019 from unaffiliated common unitholders following assignment by CVR Refining’s general partner to the Company of its right to purchase all such common units (the “Public Unit Purchase”) and from IEP pursuant to an agreement containing substantially similar terms as the Public Unit Purchase (the “Affiliate Unit Purchase” and together with the Public Unit Purchase, the “CVRR Unit Purchase”).

As of December 31, 2021, we owned the general partner and all outstanding common units of CVR Refining, including the common units of CVR Refining that we or our subsidiaries purchased on January 29, 2019 from unaffiliated common unitholders following the assignment by CVR Refining’s general partner to us of its right to purchase all such common units (the “Public Unit Purchase”) and from IEP pursuant to an agreement containing substantially similar terms as the Public Unit Purchase (the “Affiliate Unit Purchase” and together with the Public Unit Purchase, the “CVRR Unit Purchase”).

As a result of the CVRR Unit Purchase, CVR Refining’s common units were delisted effective January 29, 2019, and its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act were suspended as of February 8, 2019.

Refer to Item 8, Note 1 (“Organization and Nature of Business”) for further discussion of the CVRR Unit Purchase.

Refer to Part II, Item 8, Note 1 (“Organization and Nature of Business”) of this Report for further discussion of the CVRR Unit Purchase.

The following graphic depicts the Company’s history and key events that have occurred since the Company’s formation.

Our Petroleum Segment is comprised of the assets and operations of CVR Refining, including two refineries located in Coffeyville, Kansas and Wynnewood, Oklahoma and supporting logistics assets in the region.

Our Petroleum Segment is composed of the assets and operations of CVR Refining, including two refineries located in Coffeyville, Kansas and Wynnewood, Oklahoma and supporting logistics assets in the region.

December 31, 2021 | 6

1 unchanged sentence

The major operations of the Coffeyville Refinery include fractionation, catalytic cracking, hydrotreating, reforming, coking, isomerization, alkylation, sulfur recovery, and propane and butane recovery operating units.

The Coffeyville Refinery benefits from significant refining unit redundancies, which include two crude oil distillation and vacuum towers, three sulfur recovery units, and five hydrotreating units.

The Coffeyville Refinery benefits from significant refining unit redundancies, which include two crude oil distillation and vacuum towers, two sulfur recovery units, and five hydrotreating units.

These redundancies allow the Coffeyville Refinery to continue to receive and process crude oil even if one tower requires maintenance without having to shut down the entire refinery.

In addition, the Coffeyville Refinery has a hydrogen sale agreement with a subsidiary of CVR Partners where a fixed monthly volume of hydrogen is sold to a CVR Partners’ subsidiary.

In addition, Coffeyville Resources Refining & Marketing, LLC (“CRRM”), a subsidiary of CVR Refining, has a hydrogen sale agreement with Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), a subsidiary of CVR Partners, where a fixed monthly volume of hydrogen is sold as part of the Coffeyville Master Service Agreement (the “Coffeyville MSA”).

In May 2021, CVR Energy’s board of directors (the “Board”) approved the completion of the design for a potential conversion of an existing hydrotreater at our Coffeyville Refinery to renewable diesel service.

Wynnewood Refinery - We own a complex crude oil refinery in Wynnewood, Oklahoma approximately 65 miles south of Oklahoma City, Oklahoma and approximately 130 miles from Cushing with a name plate crude oil capacity of 74,500 bpd capable of processing 20,000 bpd of light sour crude oil (the “Wynnewood Refinery” and together with the Coffeyville Refinery, the “Refineries”).

The major operations of the Wynnewood Refinery include fractionation, hydrotreating, hydrocracking, reforming, solvent deasphalting, alkylation, sulfur recovery, and propane and butane recovery operating units.

The major operations of the Wynnewood Refinery include fractionation, hydrocracking, hydrotreating, reforming, solvent deasphalting, alkylation, sulfur recovery, and propane and butane recovery operating units.

Similar to the Coffeyville Refinery, the Wynnewood Refinery benefits from unit redundancies, including two crude oil distillation and vacuum towers and four hydrotreating units.

In December 2020, our Board of Directors approved the renewable diesel project at our Wynnewood Refinery, which would convert the Wynnewood Refinery’s hydrocracker to a renewable diesel unit capable of producing 100 million gallons of renewable diesel per year (the “RDU”).

Total estimated costs for the project are currently $110 million and completion of the RDU is expected in June 2021.

As a result of the conversion of the hydrocracker to RDU service, the crude oil capacity of the Wynnewood Refinery will be reduced by approximately 17,000 bpd to 57,500 bpd.

In December 2020, the Board approved a renewable diesel project at our Wynnewood Refinery, which would convert the Wynnewood Refinery’s hydrocracker to an RDU capable of producing 100 million gallons of renewable diesel per year and approximately 170 to 180 million RINs annually.

Currently, total estimated cost for the project is $170 million.

Mechanical completion and startup of the RDU is expected to occur in the second quarter of 2022.

As a result of the conversion of the hydrocracker to an RDU, the crude oil capacity of the Wynnewood Refinery would be reduced by approximately 4,500 bpd to 70,000 bpd.

However, we may continue to choose to operate the Wynnewood Refinery in conventional hydrocracking mode instead of renewable diesel mode depending on which is most favorable economically.

In May 2021, CVR Energy’s board of directors (the “Board”) approved a $10 million capital expenditure for the completion of the design and ordering of certain long-lead equipment relating to a potential project to add pretreating capabilities for the RDU at our Wynnewood Refinery.

In November 2021, the Board approved a project to install a renewable feedstock pretreatment unit at the Wynnewood Refinery, which is expected to be completed in the fourth quarter of 2022 at an estimated cost of $60 million.

The pretreatment unit should enable us to process a wider variety of renewable diesel feedstocks at the Wynnewood Refinery, most of which have a lower carbon intensity than soybean oil and currently generate additional low carbon fuel standard credits.

Throughput by Refinery

4 unchanged sentences

Total throughput 132,302 76,782 209,084

December 31, 2021 | 7

Year Ended December 31, 2020

10 unchanged sentences

Total production 133,238 74,403 207,641

December 31, 2020 | 7

Year Ended December 31, 2020

4 unchanged sentences

Total production 109,700 71,932 181,632

The Coffeyville Refinery has the capability to process a variety of crude oil ranging from heavy sour to light sweet crude oil.

December 31, 2021 | 8

The Coffeyville Refinery has the capability to process a variety of crude oils ranging from heavy sour to light sweet crude oil.

Currently, the Coffeyville Refinery crude oil slate consists of a blend of mid-continent domestic grades and various Canadian medium and heavy sours and other similarly sourced crudes.

Other blendstocks include normal butane, natural gasoline, alkylation feeds, naphtha, gas oil, and vacuum tower bottoms.

The Wynnewood Refinery has the capability to process blends of a variety of crude oil ranging from medium sour to light sweet crude oil.

Other blendstocks include ethanol, biodiesel, normal butane, natural gasoline, alkylation feeds, naphtha, gas oil, and vacuum tower bottoms.

The Wynnewood Refinery has the capability to process a variety of crude oils ranging from medium sour to light sweet crude oil.

Isobutane, gasoline components, and normal butane blendstocks are also typically used.

December 31, 2020 | 8

In addition to the use of third-party pipelines, we have an extensive gathering system consisting of logistics assets that are owned, leased, or part of a joint venture operation.

1 unchanged sentence

As of December 31, 2021

Pipeline Segment Length (miles) Capacity (bpd)

Pipeline Segment Length (miles)

Capacity (bpd)

Joint Ventures:

2 unchanged sentences

Owned Pipelines:

Valley to Hooser 8” 20 9,600

Hooser to Broome 8” 43 22,800

East Tank Farm to Refinery 16” (2)

Broome to East Tank Farm 16” (2)

Broome to East Tank Farm 12” (2)

East Tank Farm to Refinery 16” (3) 2 160,000

Shidler to Hooser 4” 23 6,500

Plainville to Phillipsburg 6” 36 6,000

Enable tie-in to Payson 8” (Red River) 78 40,000

Payson to Cushing 10” (Red River) 30 40,000

Springer to Cushing 8” 122 30,000

Hooser to Broome 8” 43 22,800

Wynnewood to Springer 8” 23 20,000

Wynnewood to Maysville 8” 21 20,000

Madill to Springer 6” 32 15,000

Maysville to Cushing 6” & 8” 131 14,000

Velma to Maysville 6” & 8” 29 8,000

Plainville to Natoma 6” 11 6,500

Cushing to Payson 10” (Red River) 30 40,000

Payson to Enable tie 8” (Red River) 73 40,000

Shidler to Hooser 4” 23 6,500

Phillipsburg to Plainville 6” 36 6,000

Enville to Wynnewood 4” & 6” 74 6,000

Leased Pipelines:

Kelly to Caney Jct.

Humboldt to Broome 8” 63 7,000

Kelley to Barnsdall 8” 31 3,600

Barnsdall to Caney 8” 36 3,600

(1) CVR Refining owns a 50% interest in the Midway JV and a 40% interest in the Enable JV.

CVR Refining has the ability to exercise influence through its participation on the board of directors of each of the Midway JV and the Enable JV and does not serve as the day-to-day operator.

While CVR Refining has the ability to exercise influence through its participation on the board of directors of each of the Midway JV and the Enable JV, it does not serve as the day-to-day operator.

We have determined that these entities should not be consolidated and apply the equity method of accounting.

Refer to Item 8, Note 3 (“Equity Method Investments”) for further discussion of these investments.

(2) On February 1, 2021, we acquired approximately 600 miles of crude oil pipeline and related crude oil storage capacity on the pipelines located primarily in Oklahoma with a capacity of 40,000 bpd.

The table below does not reflect this pipeline.

Refer to Part II, Item 8, Note 3 (“Equity Method Investments”) of this Report for further discussion of these investments.

(2) 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”).

2 unchanged sentences

Regionally sourced crude oils delivered to the Refineries usually have a transportation cost advantage compared to other domestic or international crudes given the Refineries’ proximity to the producing areas.

However, sometimes slightly heavier and more sour crudes may offer good economics to the Refineries, notwithstanding the higher transportation costs.

However, sometimes slightly heavier and more sour crudes may offer improved economics to the Refineries,

December 31, 2021 | 9

notwithstanding the higher transportation costs.

The regionally-sourced crude oils we purchase are light and sweet enough to allow the Refineries to blend higher percentages of lower cost crude oils, such as heavy Canadian sour, to optimize economics within operational constraints.

1 unchanged sentence

From the Broome Station facility, crude oil is delivered to the Coffeyville Refinery via the Petroleum Segment’s 170,000 bpd proprietary pipeline system.

Crude oils are delivered to the Wynnewood Refinery through third-party and joint venture pipelines and received into storage tanks at terminals located on or near the refinery.

Crude oils are delivered to the Wynnewood Refinery through third-party and joint venture pipelines and received into storage tanks at terminals located within or near the refinery.

We also lease tank storage totaling 2.2 million barrels, including 2.0 million barrels at Cushing.

December 31, 2020 | 9

We acquired the Blueknight Energy Partners, LP pipelines (the “BKEP / CRCT Pipeline System”) in February 2021, which complemented the Petroleum Segment’s existing refineries and pipeline systems.

The BKEP / CRCT Pipeline System is based in the Wynnewood area.

This new system consists of gathering pipelines, which provide the ability to deliver local crude oil to the Wynnewood Refinery.

In addition to the gathering capability, the BKEP / CRCT Pipeline System also provides the optionality to deliver and/or receive crude oil from Cushing, Oklahoma on two separate lines.

The Coffeyville Refinery is connected to the mid-continent natural gas liquid commercial hub at Conway, Kansas by the inbound Enterprise Pipeline Blue Line.

21 unchanged sentences

Heavy Canadian 1,020 1 % — — % 1,020 1 %

Other Crude Oil 5,151 6 % — — % 5,151 3 %

Total crude throughput 100,722 100 % 70,636 100 % 171,358 100 %

4 unchanged sentences

The Wynnewood Refinery ships its finished product via pipeline, railcar, and truck, focusing its efforts in Oklahoma and parts of Arkansas, as well as eastern Missouri.

The pipeline system is capable of multi-directional flow, providing access to Texas markets as well as adjoining states with pipeline connections.

The pipeline system used by the Wynnewood Refinery is capable of multi-directional flow, providing access to Texas markets as well as adjoining states with pipeline connections.

The Wynnewood Refinery also sells jet fuel to the U.S.

Department of Defense via its segregated truck rack.

Customers for the Refineries’ petroleum products primarily include retailers, railroads, and farm cooperatives and other refiners/marketers in Group 3 of the PADD II region because of their relative proximity to the Refineries and pipeline access.

We typically sell bulk products to long-standing customers at spot market prices based on a Group 3 basis differential to prices quoted on the New York Mercantile Exchange (“NYMEX”), which are reported by industry market-related indices such as Platts and Oil Price Information Service (“OPIS”).

Rack sales are at posted prices that are influenced by the competitive forces in Group 3 of the PADD II region.

In addition, the Coffeyville Refinery sells hydrogen and by-products of its refining operations, such as pet coke, to an affiliate, CVR Partners, pursuant to multi-year agreements.

For the year ended December 31, 2020, the top two customers accounted for 26% of the Petroleum Segment’s net sales.

Customers for the Refineries’ petroleum products primarily include retailers, railroads, farm cooperatives, and other refiners/marketers in Group 3 of the PADD II region because of their relative proximity to the Refineries and pipeline access.

We typically sell bulk products to long-standing customers at spot market prices based on a Group 3 basis differential to prices quoted on the New York Mercantile Exchange (“NYMEX”) subject to other terms or adjustments, which are reported by industry market-related indices such as Platts and Oil Price Information Service (“OPIS”).

Rack sales are at posted prices that are influenced by the competitive forces in Group 3 of the PADD II region among other factors.

In addition, the Coffeyville Refinery sells hydrogen and by-products of its refining operations, such as pet coke, to an affiliate, CRNF, which is wholly owned by CVR Partners, pursuant to multi-year agreements.

For the year ended December 31, 2021, the Petroleum Segment’s top customer accounted for 16% of its net sales.

Our Petroleum Segment competes primarily on the basis of price, reliability of supply, availability of multiple grades of products, and location.

3 unchanged sentences

The locations of the Refineries provides us with a reliable supply of crude oil and a transportation cost advantage over our competitors.

We primarily compete against CHS Inc.’s McPherson Refinery, Holly Frontier Corporation’s El Dorado Refinery, Tulsa East and West Refineries, Phillips 66 Company’s Ponca Refinery and Valero Energy Corporation’s Ardmore Refinery in the mid-continent region.

In addition to these refineries, we compete against trading companies, as well as other refineries located outside the region that are linked to the mid-continent market through product pipeline systems.

These competitors include refineries located near the Gulf Coast, the Great Lakes, and the Texas panhandle region.

We primarily compete against CHS Inc.’s McPherson Refinery;

Holly Frontier Corporation’s El Dorado Refinery, Tulsa East and West Refineries;

Phillips 66 Company’s Ponca Refinery;

and Valero Energy Corporation’s Ardmore Refinery in the mid-continent region.

Our Petroleum Segment operations experience seasonal fluctuations as demand for gasoline products is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic and road construction work.

Demand for diesel fuel is higher during the planting and harvesting seasons.

As a result, our results of operations for the first and fourth calendar quarters are generally lower compared to its results for the second and third calendar quarters.

As a result, our results of operations for the Petroleum Segment for the first and fourth calendar quarters are generally lower compared to our results for the second and third calendar quarters.

In addition, unseasonably cool weather in the summer months and/or unseasonably warm weather in the winter months in the markets in which we sell petroleum products can impact the demand for gasoline and diesel fuel.

Nitrogen Fertilizer

Our Nitrogen Fertilizer Segment is comprised of the assets and operations of CVR Partners, including two nitrogen fertilizer manufacturing facilities located in Coffeyville, Kansas and East Dubuque, Illinois.

Our Nitrogen Fertilizer Segment is composed of the assets and operations of CVR Partners, including two nitrogen fertilizer manufacturing facilities located in Coffeyville, Kansas and East Dubuque, Illinois.

Coffeyville Fertilizer Facility - We own and operate a nitrogen fertilizer production facility in Coffeyville, Kansas that includes a gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen, a 1,300 ton per day capacity ammonia unit, and a 3,000 ton per day capacity UAN unit (the “Coffeyville Fertilizer Facility”).

2 unchanged sentences

For the years ended December 31, 2021, 2020, and 2019, the Coffeyville Fertilizer Facility purchased approximately $23 million, $18 million, and $20 million, respectively, of pet coke, which equaled an average cost per ton of $44.69, $35.25, and $37.47, respectively.

For the years ended December 31, 2020, 2019, and 2018, we upgraded approximately 87%, 90%, and 93%, respectively, of our ammonia production into UAN, a product that generally generates greater profit than ammonia but, not true for 2020.

We upgrade substantially all of our ammonia production at the Coffeyville Fertilizer Facility into UAN and expect to continue to do so when the economics are favorable.

For the years ended December 31, 2021, 2020, and 2019, we upgraded approximately 87%, 87%, and 90%, respectively, of our ammonia production into UAN, a product that generated greater profit than ammonia for both 2021 and 2019 but, did not for 2020.

When the economics are favorable, we expect to continue upgrading substantially all of our ammonia production into UAN.

East Dubuque Fertilizer Facility - We own and operate a nitrogen fertilizer production facility in East Dubuque, Illinois that includes a 1,075 ton per day capacity ammonia unit and a 1,100 ton per day capacity UAN unit (the “East Dubuque Fertilizer Facility”).

The East Dubuque Fertilizer Facility has the flexibility to vary CVR Partners’ product mix enabling it to upgrade a portion of ammonia production into varying amounts of UAN, nitric acid, and liquid and granulated urea, depending on market demand, pricing, and storage availability.

The East Dubuque Fertilizer Facility has the flexibility to vary its product mix, enabling it to upgrade a portion of ammonia production into varying amounts of UAN, nitric acid, and liquid and granulated urea, depending on market demand, pricing, and storage availability.

The East Dubuque Fertilizer Facility’s largest raw material expense used in the production of ammonia is natural gas, which it purchases from third parties.

For the years ended December 31, 2020, 2019, and 2018, the East Dubuque Fertilizer Facility incurred approximately $22 million, $21 million, and $23 million for feedstock natural gas, respectively, which equaled an average cost of $2.35, $3.08, and $3.15 per MMBtu, respectively.

For the years ended December 31, 2021, 2020, and 2019, the East Dubuque Fertilizer Facility incurred approximately $32 million, $20 million, and $20 million for feedstock natural gas used in production, respectively, which equaled an average cost of $3.95, $2.31, and $2.88 per MMBtu, respectively.

The nitrogen products we produce are globally traded commodities and are subject to price competition.

The customers for CVR Partners’ products make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on customer service and product quality.

The selling prices of its products fluctuate in response to global market conditions and changes in supply and demand.

The selling prices of its products fluctuate in response to global market conditions, feedstock costs, and changes in supply and demand.

December 31, 2021 | 12

The three primary forms of nitrogen fertilizer used in the United States of America are ammonia, urea, and UAN.

The three primary forms of nitrogen fertilizer used in the United States are ammonia, urea, and UAN.

Unlike ammonia and urea, UAN can be applied throughout the growing season and can be applied in tandem with pesticides and herbicides, providing farmers with flexibility and cost savings.

1 unchanged sentence

However, during 2020, UAN commanded a discount price to urea and premium to ammonia, on a nitrogen equivalent basis.

Nutrients are depleted in soil over time and, therefore, must be replenished through fertilizer use.

Nutrients are depleted in soil over time and, therefore, must be replenished through fertilizer application.

Nitrogen is the most quickly depleted nutrient and must be replenished every year, whereas phosphate and potassium can be retained in soil for up to three years.

2 unchanged sentences

According to the IFIA, from 1976 to 2019, global fertilizer demand grew 2% annually.

Global fertilizer use, consisting of nitrogen, phosphate and potassium, is projected to increase by 1% through 2023 to meet global food demand according to a study funded by the Food and Agricultural Organization of the United Nations.

Global fertilizer use, consisting of nitrogen, phosphate and potash, is projected to increase by 1% through 2023 to meet global food demand according to a study funded by the Food and Agricultural Organization of the United Nations.

Currently, the developed world uses fertilizer more intensively than the developing world, but sustained economic growth in emerging markets is increasing food demand and fertilizer use.

1 unchanged sentence

As an example, China’s wheat and coarse grains production is estimated to have increased 40% between 2011 and 2021, but still failed to keep pace with increases in demand, prompting China to grow its wheat and coarse grain imports by more than 1,452% over the same period, according to the United States Department of Agriculture (“USDA”).

The United States is the world’s largest exporter of coarse grains, accounting for 32% of world exports and 26% of world production for the fiscal year ended September 30, 2020, according to the USDA.

The United States is the world’s largest exporter of coarse grains, accounting for 29% of world exports and 27% of world production for the fiscal year ended December 31, 2021, according to the USDA.

A substantial amount of nitrogen is consumed in production of these crops to increase yield.

5 unchanged sentences

oil and natural gas reserves have increased significantly due to, among other factors, advances in extracting shale oil and gas, as well as relatively high oil and gas prices.

More recently, global demand has slowed with production staying steady even as oil and gas prices have declined substantially over the past two years.

This has led to significantly reduced natural gas and oil prices as compared to historical prices.

As a result, North America has become a low-cost region for nitrogen fertilizer production.

More recently, European and Asian natural gas prices have increased significantly since 2020 due to reduced production volumes and higher global demand, as economies began to recover from the global COVID-19 pandemic.

In Europe, the increase in natural gas prices as a feedstock has caused multiple fertilizer plant shut-ins, and certain European countries have curtailed industrial natural gas usage, resulting in deteriorated economics for producing fertilizers in the region.

In addition, China and Russia have restricted exports of fertilizers in order to ensure domestic availability.

In North America, natural gas prices also increased throughout 2021, but higher nitrogen fertilizer prices more than offset the rise in natural gas costs.

As a result, North America continues to be the low-cost region for nitrogen fertilizer production.

Raw Material Supply

1 unchanged sentence

Historically, the Coffeyville Fertilizer Facility has obtained the remainder of its pet coke requirements through third-party contracts typically priced at a discount to the spot market.

In 2020, our supply of pet coke from the Coffeyville Refinery declined to approximately 33%, generally attributable to increased processing of shale crude oil, which reduced the amount of pet coke produced by the refinery and increased the amount of third-party purchases made at spot prices.

With increased reliance on third-party pet coke, we have contracts with four vendors, which could be delivered primarily by truck, railcar or barge.

In 2021, 2020, and 2019, our supply of pet coke from the Coffeyville Refinery declined to approximately 43%, 33%, and 40%, respectively, generally attributable to increased processing of shale crude oil, which reduced the amount of pet coke produced by the refinery and increased the amount of third-party purchases made at spot prices.

December 31, 2021 | 13

With increased reliance on third-party pet coke, we have contracts with four vendors, which could be delivered by truck, railcar or barge.

Additionally, our Coffeyville Fertilizer Facility relies on a third-party air separation plant at its location that provides contract volumes of oxygen, nitrogen, and compressed dry air to the Coffeyville Fertilizer Facility gasifiers.

The reliability of the air separation plant can have a significant impact on our Coffeyville Fertilizer Facility operations.

In 2020, to mitigate future

December 31, 2020 | 13

impacts, we executed a new product supply agreement that provides for a consistent volume of oxygen that will be maintained within tanks provided by the on-site vendor.

In 2020, to mitigate future impacts, we executed a new product supply agreement that obligates the counterparty to invest funds to upgrade its facility to reduce downtime over the next several years.

Should the oxygen volume fall below a specified level, the on-site vendor will provide excess oxygen through its own mechanism or through third-party purchases.

East Dubuque Fertilizer Facility - The East Dubuque Fertilizer Facility uses natural gas to produce nitrogen fertilizer.

We are generally able to purchase natural gas at competitive prices due to the facilities’ connection to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.

We are generally able to purchase natural gas at competitive prices due to the facility’s connection to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.

The pipelines are connected to a third-party distribution system at the Chicago Citygate receipt point and at the Hampshire interconnect from which natural gas is transported to the East Dubuque Fertilizer Facility.

15 unchanged sentences

Some of our industrial sales include long-term purchase contracts.

For the year ended December 31, 2020, the top two customers in the aggregate represented 26% of the Nitrogen Fertilizer Segment’s net sales.

Our Nitrogen fertilizer production is a global market with competitors in every region of the world.

For the year ended December 31, 2021, the Nitrogen Fertilizer Segment’s top customer represented 13% of the its net sales.

Our Nitrogen Fertilizer Segment produces globally traded commodities and has competitors in every region of the world.

The industry is dominated by price considerations, which are driven by raw material and transportation costs, currency fluctuations and trade barriers.

Our Nitrogen Fertilizer Segment has experienced and expects to continue to experience significant levels of competition from domestic and foreign nitrogen fertilizer producers, many of whom have significantly greater financial and other resources.

In the United States during the spring and fall fertilizer application periods, farming activities intensify and geographic proximity to these activities is also a significant competitive advantage for domestic producers.

Our Nitrogen Fertilizer Segment has experienced and is expected to continue to experience significant levels of competition from domestic and foreign nitrogen fertilizer producers, many of whom have significantly greater financial and other resources.

During the spring and fall fertilizer application periods in the United States, farming activities intensify and geographic proximity to these activities is also a significant competitive advantage for domestic producers.

We manage our manufacturing and distribution operations to best serve our customers during these critical periods.

December 31, 2021 | 14

Subject to location and other considerations, our major competitors in the nitrogen fertilizer business include CF Industries Holdings, Inc., including its majority owned subsidiary Terra Nitrogen Company, L.P.;

2 unchanged sentences

and Nutrien Ltd.

(formerly known as Agrium, Inc.

and Potash Corporation of Saskatchewan, Inc.).

Domestic competition is intense due to customers’ sophisticated buying tendencies and competitor strategies that focus on cost and service.

We also encounter competition from producers of fertilizer products manufactured in foreign countries, including the

December 31, 2020 | 14

threat of increased production capacity.

We also encounter competition from producers of fertilizer products manufactured in foreign countries, including the threat of increased production capacity.

In certain cases, foreign producers of fertilizer who export to the United States may be subsidized by their respective governments.

4 unchanged sentences

Environmental Matters

Our petroleum and nitrogen fertilizer businesses are subject to extensive and frequently changing federal, state, and local, environmental, health and safety laws and regulations governing the emission and release of hazardous substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline, diesel fuels, UAN, and ammonia.

Our petroleum and nitrogen fertilizer businesses are subject to extensive and frequently changing federal, state, and local environmental laws and regulations governing the emission and release of regulated substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline, diesel fuels, UAN, and ammonia.

These laws and regulations and the enforcement thereof impact our segments and their operations by imposing:

• restrictions on operations or the need to install enhanced or additional controls;

• restrictions on operations or the need to install enhanced or additional control and monitoring equipment;

• liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and for off-site waste disposal locations;

1 unchanged sentence

Our operations require numerous permits, licenses, and authorizations.

Failure to comply with these permits or environmental laws and regulations could result in fines, penalties, or other sanctions or a revocation of our permits.

Failure to comply with these permits or environmental laws and regulations could result in fines, penalties, or other sanctions or a revocation of our permits, licenses, or authorizations.

In addition, the laws and regulations to which we are subject are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal or state agencies.

2 unchanged sentences

The CAA and its implementing regulations, as well as corresponding state laws and regulations governing air emissions, affect the Petroleum and Nitrogen Fertilizer Segments both directly and indirectly.

Direct impacts may occur through the CAA’s permitting requirements and/or emission control requirements relating to specific air pollutants, as well as the requirement to maintain a risk management program to help prevent accidental releases of certain regulated substances.

Direct impacts may occur through the CAA’s permitting requirements and/or emission control and monitoring requirements relating to specific air pollutants, as well as the requirement to maintain a risk management program to help prevent accidental releases of certain regulated substances.

The CAA affects the Petroleum and Nitrogen Fertilizer Segments by extensively regulating the air emissions of sulfur dioxide (“SO 2 ”), volatile organic compounds, nitrogen oxides, and other substances, including those emitted by mobile sources, which are direct or indirect users of our products.

3 unchanged sentences

Various standards and programs specific to our operations have been implemented, such as the National Emission Standard for Hazardous Air Pollutants, the New Source Performance Standards, and the New Source Review.

The EPA regulates GHG emissions under the Clean Air Act.

December 31, 2021 | 15

The EPA regulates greenhouse gas (“GHG”) emissions under the CAA.

In October 2009, the EPA finalized a rule requiring certain large emitters of GHGs to inventory and report their GHG emissions to the EPA.

In accordance with the rule, our Facilities monitor and report our GHG emissions to the EPA.

In May 2010, the EPA finalized the “Greenhouse Gas Tailoring Rule,”

December 31, 2020 | 15

which established GHG emissions thresholds that determine when stationary sources, such as the Refineries and the nitrogen fertilizer facilities, must obtain permits under Prevention of Significant Deterioration (“PSD”) and Title V programs of the CAA.

In May 2010, the EPA finalized the “Greenhouse Gas Tailoring Rule,” which established GHG emissions thresholds that determine when stationary sources, such as the Refineries and the nitrogen fertilizer facilities, must obtain permits under the Prevention of Significant Deterioration (“PSD”) and Title V programs of the CAA.

Under the rule, facilities already subject to the PSD and Title V programs that increase their emissions of GHGs by a significant amount are required to undergo PSD review and to evaluate and implement air pollution control technology, known as “best available control technology,” to reduce GHG emissions.

The Biden Administration has signaled that it will take steps to address climate change.

On January 27, 2021, the White House issued its Executive Order on Tackling the Climate Crisis at Home and Abroad, as well as a formal notification re-accepting entry of the United States into the Paris Agreement.

The EPA’s approach to regulating GHG emissions may change again under future administrations.

Therefore, the impact on our Facilities due to future GHG regulation is unknown.

On January 20, 2021, the White House issued its Executive Order titled “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis,” as well as a formal notification re-accepting entry of the United States into the Paris Agreement.

On January 27, 2021, the White house issued another climate-related Executive Order, titled “Tackling the Climate Crisis at Home and Abroad.” On April 22, 2021, the Biden Administration announced a new target for the United States to achieve a 50 to 52 percent reduction from 2005 levels in economy-wide net GHG emissions in 2030.

The EPA’s approach to regulating GHG emissions may change, including under future administrations.

Therefore, the impact on our Facilities due to GHG regulation is unknown.

Recent Greenhouse Gas Footprint Reduction Efforts

2 unchanged sentences

According to the EPA, nitrous oxide represents approximately 7% of carbon dioxide-equivalent (“CO 2 e”) emissions in the United States.

The Nitrogen Fertilizer Segment previously entered into a Joint Development Agreement with ClimeCo, a pioneer in the development of emission-reduction projects for nitric acid plants, to jointly design, install and operate a tertiary abatement system at one of its nitric acid plants in Coffeyville.

The Nitrogen Fertilizer Segment previously entered into a Joint Development Agreement with ClimeCo, a developer of emission-reduction projects for nitric acid plants, to jointly design, install and operate a tertiary abatement system at one of its nitric acid plants in Coffeyville.

The system was designed to abate 94% of all N 2 O in the unit while preventing the release of approximately 450,000 metric tons of carbon dioxide equivalent on an annualized basis.

2 unchanged sentences

The Reserve employs high-quality standards and an independent third-party verification process to issue its carbon credits, known as Climate Reserve Tonnes.

The Nitrogen Fertilizer Segment also sequesters carbon dioxide that is not utilized for urea production at its Coffeyville Fertilizer Facility by capturing and purifying the CO 2 as part of its manufacturing process and then transferred to its partner, Perdure Petroleum LLC, that compresses and ships the CO 2 for sequestration through Enhanced Oil Recovery (“EOR”).

The Nitrogen Fertilizer Segment also sequesters carbon dioxide that is not utilized for urea production at its Coffeyville Fertilizer Facility by capturing and purifying the CO 2 as part of its manufacturing process and then transfers it to its partner, CapturePoint LLC (formerly Perdure Petroleum LLC), that compresses and ships the CO 2 for sequestration through Enhanced Oil Recovery (“EOR”).

In January 2021, the Internal Revenue Service published final regulations under Section 45Q which provides tax credits to encourage CO 2 sequestration.

We believe that our process for CO 2 sequestration would qualify for tax credits under Section 45Q and intend to pursue a claim of those credits starting in 2022.

Combining our nitrous oxide abatement and CO 2 sequestration activities reduces our CO 2 e footprint by over 1 million metric tons per year.

Combining our nitrous oxide abatement and CO 2 sequestration activities should reduce our CO 2 e footprint by over 1 million metric tons per year.

In addition, our Coffeyville Fertilizer Facility is uniquely qualified to produce hydrogen and ammonia that could be certified ‘blue’ to a market that is increasingly demanding reduced carbon footprints.

These greenhouse gas footprint reduction efforts support our core Values of Environment and Continuous Improvement, and our goal of continuing to produce nitrogen fertilizers that feed the world’s growing population in the most environmentally responsible way possible.

Renewable Fuel Standards

Pursuant to the Energy Policy Act of 2005 and Energy Independence and Security Act of 2007 (“EISA”), the EPA has promulgated the RFS, which requires refiners to either blend “renewable fuels,” such as ethanol and biofuels, into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending.

Under the RFS, the volume of renewable fuels that refineries like Coffeyville and Wynnewood are obligated to blend into their finished transportation fuel is adjusted annually by the EPA based on fuel supply and other conditions to meet the statutory mandates that increase annually, but which may be waived by the EPA under certain conditions.

Renewable Fuel Standard

December 31, 2021 | 16

transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending.

Under the RFS, the volume of renewable fuels that refineries like Coffeyville and Wynnewood are obligated to blend into their finished transportation fuel is adjusted annually by the EPA based on expected fuel demand and other conditions to meet the statutory mandates that increase annually, but which may be waived by the EPA under certain conditions.

The volume of renewable fuels required by EISA increased from 9 billion gallons in 2008 to 33 billion gallons in 2021.

The EPA has statutory authority to determine RFS volumes after 2022.

In addition to the total renewable fuel volume mandate, there are sub-mandates for advanced biofuels, cellulosic biofuel, and biomass-based diesel.

Under the cellulosic waiver authority provided to the EPA by the CAA, if the EPA’s projected volume of cellulosic biofuel for a calendar year is less than its statutory mandate, the EPA must reduce the required volume of

December 31, 2020 | 16

cellulosic biofuel accordingly and provide obligated parties the opportunity to purchase cellulosic waiver credits.

In addition to the total renewable fuel volume mandate, the regulation includes sub-mandates for advanced biofuel, cellulosic biofuel, and biomass-based diesel.

Under the cellulosic waiver authority provided to the EPA by the CAA, if the EPA’s projected volume of cellulosic biofuel production for a calendar year is less than its statutory mandate, the EPA must reduce the required volume of cellulosic biofuel accordingly and provide obligated parties the opportunity to purchase cellulosic waiver credits.

The EPA also has the discretion to reduce the total renewable fuel and advanced biofuel requirements by the same amount as it reduced the cellulosic biofuel volume.

1 unchanged sentence

The cost of purchasing RINs and cellulosic waiver credits fluctuates and can be significant.

The price of RINs was extremely volatile when the EPA’s proposed renewable fuel volume mandates approached and exceeded the “blend wall.” The blend wall refers to the point at which the amount of ethanol blended into the transportation fuel supply exceeds the demand for transportation fuel containing such levels of ethanol.

The blend wall is generally considered to be reached when more than 10 percent ethanol by volume (“E10”) is blended into transportation fuel.

RIN prices also increased significantly in volatility in response to a number of uncertainties regarding the implementation of the RFS program in 2020 and continuing into 2021.

In May 2019, the EPA finalized regulatory changes to allow gasoline blended with up to 15 percent ethanol (“E15”) to take advantage of a waiver during the summer months that previously only applied to E10.

Because E15 can now be sold year-round rather than just eight months of the year, a higher percentage of transportation fuels can be blended with renewable fuels.

The E15 rule, however, is under review in the District of Columbia Circuit (“D.C.

Circuit”), which could lead to the rule being overturned.

The EPA did not meet its November 30, 2020 statutory deadline to set the 2021 renewable volume obligations and, to date, has not issued a proposed rule for the 2021 obligations.

While there are statutory targets still in place, the ultimate renewable volume obligations that will apply for 2021 remain uncertain.

Also under review in the D.C.

Circuit is EPA’s final renewable fuel volumes for 2020, and the biomass-based diesel volume for 2021 (the “2020 RFS Final Rule”).

As in past years, the volumes increased from the previous year, but with the exception of the volume for biomass-based diesel, were lower than the CAA statutory volume targets.

The EPA set a lower volume for cellulosic biofuel based on the projected volume available for 2020 and used its cellulosic waiver authority under the CAA to set volumes below the statutory targets for advanced biofuel and total renewable fuel.

In the rule, the EPA also finalized changes to the percentage standard calculations to account for volumes of gasoline and diesel that the EPA projects will be exempted from the renewable volume obligations moving forward.

Additional RFS-related rulemakings may occur in 2021.

A number of rulemakings, if finalized in 2021, would impact Coffeyville’s and Wynnewood’s obligations under the RFS.

First, the EPA is required to promulgate a rule setting the renewable fuel volumes for 2021, and the biomass-based diesel volume for 2022.

Under the CAA, the EPA must announce each year’s renewable fuel volumes by November 30 of the previous year.

Although EPA did not meet that deadline for the 2021 renewable fuel volumes, it is possible that EPA will propose and even finalize a rule this year.

The final 2021 renewable fuel volumes will determine the volume of renewable fuel that Coffeyville and Wynnewood will be obligated to blend into their finished transportation fuel for the 2021 compliance year .

The EPA also may promulgate a rule to reissue the 2016 renewable fuel volumes in response to a July 2017 D.C.

The price of RINs became extremely volatile when the EPA’s proposed renewable fuel volume mandates approached and exceeded the “blend wall.” The blend wall refers to the point at which the amount of ethanol required to be blended into the gasoline supply exceeds the level at which most engines can safely run on gasoline blended with ethanol.

The blend wall is generally considered to be reached when more than 10 percent ethanol by volume (“E10”) is blended into gasoline.

The volatility of RIN prices also increased significantly in response to a number of uncertainties regarding the implementation of the RFS program in 2020, 2021, and has continued into 2022.

However, in June 2019, the rule was challenged in the United States District Court for the District of Columbia Circuit (“D.C.

Circuit ultimately overturned the E15 rule in July 2021, after which ethanol industry groups appealed the decision in the U.S.

Supreme Court.

On January 10, 2022, the U.S.

Supreme Court denied the appeal, upholding the D.C.

Circuit’s vacatur of the E15 rule.

On December 7, 2021, the EPA proposed a package of actions setting renewable blending volumes for 2020, 2021, and 2022 (the “2020-2022 Volumes Proposal”).

First, the 2020-2022 Volumes Proposal includes proposed renewable blending volumes for 2021 and 2022, after the EPA failed to meet its statutory deadlines to set the 2021 and 2022 renewable volume obligations by November 30, 2020 and 2021, respectively.

The proposed volume requirements are 18.52 billion gallons for 2021 and 20.77 billion gallons for 2022.

Second, the 2020-2022 Volumes Proposal would lower the previously established renewable fuel volume requirements for 2020 from 20.09 billion gallons to 17.13 billion gallons.

Circuit consolidated cases challenging various aspects of the previously established renewable fuel volume requirements for 2020, and the biomass-based diesel volume for 2021, remains active, but it is unknown at this time how those cases will be resolved in light of the EPA’s proposed modifications to the 2020 renewable volume requirements.

Third, the proposal also partially reissues the 2016 renewable fuel volumes in response to a July 2017 D.C.

Circuit decision (1) vacating the EPA’s decision to reduce the 2016 volumes under its “inadequate domestic supply” waiver authority and (2) remanding to the EPA for reissuance of the 2016 renewable fuels volumes.

Although the EPA has yet to reissue the renewable fuels volumes, on January 27, 2020, the D.C.

Circuit ordered EPA to begin submitting status reports every 60 days on its progress in complying with the 2017 remand.

If the EPA re-proposes the 2016 renewable volume obligations, there could be an increase in the volume mandates for 2016 and, as a result, Coffeyville and Wynnewood could be required to purchase more RINs for 2016 compliance.

Finally, a rulemaking involving the CAA “reset” provision was previously withdrawn but the EPA could issue a new proposal.

Specifically, the EPA proposes a supplemental volume of 250 million gallons in 2022 and states its intention to propose an additional supplemental volume of 250 million gallons for 2023 in a subsequent action.

Finally, the proposal utilizes the CAA “reset” authority to reduce volumes for each 2020, 2021, and 2022.

Under the reset provision, if the EPA waives the statutory volumes for any of the four fuel categories by at least 20% for two consecutive years or by at least 50% for a single year, then the EPA must modify the statutory volumes for all subsequent years for that fuel category.

The reset has been triggered in previous years for both advanced biofuel and cellulosic biofuel.

After sending a draft proposal to reset the volumes for the 2020-2022 compliance years to the Office of Management and Budget (“OMB”), EPA then withdrew its draft proposal in December 2019.

The EPA has not indicated how it will address the reset requirement moving forward, but if the EPA does pursue a reset rulemaking, it may modify the volumes, impacting the Coffeyville Refinery’s and the Wynnewood Refinery’s renewable volume obligations.

The reset has been triggered in previous years for both advanced biofuel and cellulosic biofuel, but this is the first time the EPA has applied the reset authority.

The final 2020-2022 volumes might differ from the proposal, and will determine the Coffeyville Refinery’s and, unless exempted, the Wynnewood Refinery’s renewable volume obligations.

On February 2, 2022, the EPA issued a final rule to extend the 2019 RFS compliance deadline for small refineries and the 2020 and 2021 RFS compliance deadlines for all obligated parties.

The deadlines are tied to the date on which the 2021 renewable blending volumes are finalized.

The EPA also issued a new method for determining RFS compliance deadlines for

December 31, 2021 | 17

2022 and beyond, under which the deadlines would automatically be extended in the event the EPA fails to promulgate the annual renewable fuel volumes by the deadline provided in the CAA.

Unless overturned, this new rule alters the deadlines by which the Coffeyville Refinery and, unless exempted, the Wynnewood Refinery must comply with the RFS obligations.

CRRM and WRC filed a Petition for Review of this final rule with the United States Court of Appeals for the District of Columbia Circuit on February 4, 2022, which Petition for Review remains pending.

Additional RFS-related rulemakings and administrative actions may occur and, if finalized, would impact the Coffeyville Refinery’s and Wynnewood Refinery’s obligations under the RFS.

First, the EPA issued a document entitled Proposed RFS Small Refinery Exemption Decision (“Proposed Denial”), announcing that the EPA is changing its statutory interpretation of the CAA and, applying this new interpretation, proposing to deny 65 SRE petitions currently pending before the agency.

Second, on January 3, 2022, the EPA informed small refineries (including WRC’s Wynnewood Refinery) that the Agency is considering including the 2018 small refinery hardship petitions in the Proposed Denial.

The EPA’s review of the 2018 petitions follows the D.C.

Circuit’s December 8, 2021, order granting the EPA’s motion for voluntary remand of all of the 2018 hardship decisions, and imposing a deadline of April 7, 2022, for the EPA to act on remand.

The EPA requested comments on the Proposed Denial by February 7, 2022.

The EPA’s action on the pending 2019, 2020, and 2021 hardship petitions, and its review of the 2018 hardship petition, will impact the Wynnewood Refinery’s renewable volume obligations.

The Federal Clean Water Act (“CWA”)

1 unchanged sentence

The CWA’s permitting requirements establish discharge limitations that may be based on technology standards, water quality standards, and restrictions on the total maximum daily load of pollutants allowed to enter a particular water body based on its use.

In January 2021, the U.S.

Environmental Protection Agency (the “EPA”) announced that it is undertaking a plan to review, and update

December 31, 2020 | 17

effluent standards for many industries.

EPA is prioritizing those sectors that are ranked high in point source categories for total nitrogen discharges, including fertilizer manufacturers.

The EPA’s review eventually could result in different regulations governing the Nitrogen Fertilizer Segment.

In addition, water resources are becoming and in the future may become more scarce, and many refiners, including us, are subject to use restrictions in the event of low availability conditions.

In addition, water resources are becoming more scarce, and many refiners, including us, are subject to use restrictions in the event of low availability conditions.

Our Refineries and the Coffeyville Fertilizer Facility have contracts in place to receive water during certain water shortage conditions, but these conditions could change over time depending on the scarcity of water.

10 unchanged sentences

Besides governing current waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal practices, the recycling of wastes, and the regulation of underground storage tanks containing regulated substances.

Impacts of Past Manufacturing - In March 2004, two of our subsidiaries entered into a Consent Decree (“2004 Consent Decree”) with the EPA and the Kansas Department of Health and Environment (the “KDHE”) which required us to assume two RCRA corrective action orders issued to Farmland, the prior owner of the Coffeyville Refinery.

Impacts of Past Manufacturing - In March 2004, two of our subsidiaries entered into a Consent Decree (“2004 Consent Decree”) with the EPA and the Kansas Department of Health and Environment (the “KDHE”) that required us to assume two RCRA corrective action orders issued to Farmland, the prior owner of the Coffeyville Refinery.

Until January 21, 2021, we were subject to a 1994 EPA administrative order related to investigation of possible past releases of hazardous materials to the environment at the Coffeyville Refinery.

1 unchanged sentence

In June 2017, the Coffeyville Refinery submitted an amended RCRA post-closure permit application to the KDHE to complete closure of former hazardous waste management units at the Coffeyville Refinery and to perform corrective action at the site.

The KDHE approved the permit application report in July 2019, and the RCRA permit was issued in December 16, 2020.

The EPA terminated the 1994 administrative order on January 21, 2021.

The KDHE approved the post-closure permit application in July 2019, and the RCRA permit was issued in December 16, 2020.

The EPA terminated the 1994

December 31, 2021 | 18

administrative order on January 21, 2021.

On January 13, 2021, the Coffeyville Fertilizer Facility entered into an agreement with the KDHE to address certain historical releases of UAN located on property held by CRNF that comingled with legacy groundwater contamination from the adjacent Coffeyville Refinery.

The cleanup provisions of the agreement with the KDHE are held in abeyance so long as the Coffeyville Refinery conducts corrective action for these comingled historical releases in accordance with CRRM’s RCRA permit.

The now-closed Phillipsburg terminal is subject to a 1996 EPA administrative order related to investigation of releases of hazardous materials to the environment at the Phillipsburg terminal, which operated as a refinery until 1991.

2 unchanged sentences

A RCRA facility investigation has been completed in accordance with the terms of the permit.

Based on the facility investigation and other available information, Wynnewood Refining Company, LLC (“WRC”) entered into a consent order with the Oklahoma Department of Environmental Quality (“ODEQ”) requiring further investigations of groundwater conditions and enhancements of existing remediation systems.

Based on the facility investigation and other available information, Wynnewood Refining Company, LLC (“WRC”) entered into a consent order with the Oklahoma Department of Environmental Quality (the “ODEQ”) requiring further investigations of groundwater conditions and enhancements of existing remediation systems.

We have completed the groundwater investigation at the Wynnewood Refinery and the ODEQ has approved our ongoing corrective actions.

The consent order was terminated by the ODEQ in July 2019.

Financial Assurance - We are required, under the 2004 Consent Decree, to establish financial assurance to secure the current projected clean-up costs of $6 million for the Coffeyville Refinery and $5 million for the now-closed Phillipsburg terminal in the event we fail to fulfill our clean-up obligations.

In accordance with the 2004 Consent Decree, as modified by a 2010 agreement between Coffeyville Resources Refining and Marketing, LLC (“CRRM”), Coffeyville Resources Terminal, LLC (“CRT”), the EPA, and the KDHE, this financial assurance is currently provided by a bond in the amount of $2 million for clean-up obligations at the Phillipsburg terminal.

Additional self-funded financial assurance of approximately $6 million and $3 million is required to meet our RCRA financial assistance obligations for the Coffeyville Refinery and Phillipsburg terminal, respectively.

The $2 million bond amount is reduced each year based on actual expenditures for corrective actions and the letter of credit and the self-funded mechanisms are re-evaluated and adjusted on an annual basis.

Current RCRA financial assurance

December 31, 2020 | 18

requirements for the Wynnewood Refinery total $0.3 million for hazardous waste storage tank closure and post-closure monitoring of a closed storm water retention pond.

Financial Assurance - We are required under the 2004 Consent Decree, as modified by a 2010 agreement between CRRM, Coffeyville Resources Terminal, LLC (“CRT”), the EPA, and the KDHE, to establish financial assurance to secure the current projected clean-up cost for the now-closed Phillipsburg terminal.

This financial assurance is currently provided by a bond in the amount of $2 million.

The $2 million bond amount is reduced each year based on actual expenditures for corrective actions.

Additional financial assurance of approximately $6 million and $3 million is required to meet our RCRA financial obligations for the Coffeyville Refinery and Phillipsburg terminal, respectively.

Current RCRA financial assurance requirements for the Wynnewood Refinery total $0.3 million for hazardous waste storage tank closure and post-closure monitoring of a closed storm water retention pond.

These RCRA financial assurance obligations are currently being satisfied by a surety bond.

The Company’s financial assurance mechanisms are re-evaluated and adjusted on an annual basis.

In preparation for renewal of its RCRA permit, the Wynnewood Refinery supplied the ODEQ an estimate of the monitoring and clean-up costs anticipated under the reissued RCRA permit.

Additional financial assurance of approximately $3 million will be required for the Wynnewood Refinery when the ODEQ issues the renewed RCRA permit.

Waste Management - There are fourteen closed hazardous waste units at the Coffeyville Refinery.

There is one closed hazardous waste unit and one active hazardous waste storage tank at the Wynnewood Refinery.

In addition, one closed, interim status, hazardous waste landfarm located at the now-closed Phillipsburg terminal is under long-term post-closure care.

In addition, 30 years of long-term post-closure care was completed at one closed, interim status, hazardous waste landfarm located at the now-closed Phillipsburg terminal and is no longer subject to monitoring.

Environmental Remediation

As is the case with all companies engaged in similar industries, we face potential exposure from future claims and lawsuits involving environmental matters, including soil and water contamination and personal injury or property damage allegedly caused by crude oil or hazardous substances that we processed, handled, used, stored, transported, spilled, disposed of, or released.

As is the case with all companies engaged in similar industries, we face potential exposure from claims and lawsuits involving environmental matters, including soil and water contamination and personal injury or property damage allegedly caused by crude oil or hazardous substances that we processed, handled, used, stored, transported, spilled, disposed of, or released.

There is no assurance that we will not become involved in future proceedings related to the release of hazardous or extremely hazardous substances or crude oil for which we have potential liability or that, if we were held responsible for damages in any existing or future proceedings, such costs would be covered by insurance or would not be material.

Environmental Insurance

We are covered by a site pollution legal liability insurance policy.

The policy includes business interruption coverage.

The policy insures any location owned, leased, rented, or operated by the Company, including the Refineries and the nitrogen fertilizer facilities.

The policy insures certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and business interruption.

We are covered by a site pollution legal liability insurance policies, which include business interruption coverage.

The policies insure any location owned, leased, rented, or operated by the Company, including the Refineries and the nitrogen fertilizer facilities.

The policies insure certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and business interruption.

In addition to the site pollution legal liability insurance policy, we maintain umbrella and excess casualty insurance policies which include sudden and accidental pollution coverage.

This insurance provides coverage due to named perils for claims involving pollutants where the discharge is sudden and accidental and first commences at a specific day and time during the policy period.

The site pollution legal liability policy and the pollution coverage provided in the casualty insurance policies are subject to retentions and deductibles and contain discovery requirements, reporting requirements, exclusions, definitions, conditions, and limitations that could apply to a particular pollution claim, and there can be no assurance such claim will be adequately insured for all potential damages.

December 31, 2021 | 19

limitations that could apply to a particular pollution claim, and there can be no assurance such claim will be adequately insured for all potential damages.

Health, Safety and Security Matters

We are subject to a number of federal and state laws and regulations related to safety, including the Occupational Safety and Health Act (“OSHA”) and comparable state statutes, the purposes of which are to protect the health and safety of workers.

We are subject to a number of federal and state laws and regulations related to health and safety, including the Occupational Safety and Health Act (“OSHA”) and comparable state statutes, the purposes of which are to protect the health and safety of workers.

We also are subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable, or explosive chemicals.

Our Facilities are subject to the Chemical Facility Anti-terrorism Standards (“CFATS”), a regulatory program designed to ensure facilities have security measures in place to reduce the risk that certain hazardous chemicals are weaponized by terrorists.

In addition, the East Dubuque Fertilizer Facility is regulated under the Maritime Transportation Security Act.

We operate a comprehensive safety, health, and security program, with participation by employees, consultants, and advisors at all levels of the organization.

We have developed comprehensive safety programs aimed at preventing OSHA recordable incidents.

Despite our efforts to achieve excellence in our safety and health performance, there can be no assurances that there will not be accidents resulting in injuries or even fatalities.

We routinely audit our programs and seek to continually improve our management systems.

Refer to Part II, Item 8, Note 11 (“Commitments and Contingencies”), “Wynnewood Refinery Incident” of this Report for further discussion of OSHA.

December 31, 2020 | 19

We are committed to safe, reliable operations of our facilities to protect the health and safety of our employees, our contractors, and the communities in which we operate.

Our health and safety management system provides a comprehensive approach to injury, illness and incident prevention, risk assessment and mitigation, and emergency management.

Despite our efforts to achieve excellence in our health and safety performance, there can be no assurances that there will not be accidents resulting in injuries or even fatalities.

Our Refineries and the Coffeyville Fertilizer Facility are subject to the Chemical Facility Anti-terrorism Standards (“CFATS”), a regulatory program designed to ensure facilities have security measures in place to reduce the risk that certain hazardous chemicals are weaponized by terrorists.

In addition, the East Dubuque Fertilizer Facility is regulated under the Maritime Transportation Security Act (“MTSA”).

We implement and maintain comprehensive security programs designed to comply with regulatory requirements and protect our assets and employees.

We routinely assess risk and conduct audits of our programs and seek to continually improve our health, safety, and security management systems.

Human Capital

As of December 31, 2020, CVR Energy had 1,423 employees, all of which are located in the U.S.

Of these employees, 411 employees are covered by collective bargaining agreements with various labor unions.

We may also leverage independent contractors, to provide flexibility for our business and operating needs.

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees.

We are committed to wages and benefits that are competitive in the aggregate with a market-based, pay for performance compensation philosophy.

Our core Values define the way we do business every day.

We put safety first, care for our environment, require high business ethics and integrity consistent with our Code of Ethics and Business Conduct, and are proud members of and good neighbors to the communities where we operate.

At CVR Energy, our core Values define the way we do business every day.

We put Safety first, care for our Environment, require high business ethics and Integrity consistent with our Code of Ethics and Business Conduct, are proud members of and good neighbors to the communities where we operate, and are committed to Corporate Citizenship.

We believe in Continuous Improvement for individuals to achieve their maximum potential through teamwork, diversity and personal development.

Our employees provide the energy behind our core Values to achieve excellence for all our key stakeholders – employees, communities and stockholders.

See “Management’s Discussion and Analysis” in Part II, Item 7 for further discussion on our core Values.

We are an equal opportunity employer and are committed to maintaining a diverse and inclusive work environment free from harassment and discrimination regardless of race, religion, color, age, gender, disability, minority, sexual orientation or any other protected class.

See “Management’s Discussion and Analysis” in Part II, Item 7 of this Report for further discussion on our core Values.

Workforce & Benefits

As of December 31, 2021, CVR Energy had 1,429 employees, all of which are located in the United States Of these, 598 employees are covered by collective bargaining agreements with various labor unions.

We may engage independent contractors to provide flexibility for our business and operating needs.

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees.

We are committed to providing wages and benefits that are competitive with a market-based, pay-for-performance compensation philosophy.

We provide paid time off and paid holidays, a 401(k) Company match program, a remote work program for eligible employees, dependent care flexible spending accounts, and an employee assistance program.

In furtherance of our core Value of continuous improvement, we also offer programs for tuition reimbursement and dependent scholarships.

We also offer a remote work policy for eligible employees to provide our employees with the flexibility that is key to a work-life balance.

We encourage all employees to live our core Value of corporate citizenship by making a positive impact in our communities by taking advantage of our volunteerism policy pursuant to which eligible employees are provided paid time off from work to volunteer at 501(c)(3) non-profit entities.

We are an equal opportunity employer and strive to maintain a diverse and inclusive work environment free from harassment and discrimination regardless of race, religion, color, age, gender, disability, minority, sexual orientation or any

December 31, 2021 | 20

other protected class.

Our commitment to diversity and inclusion helps us attract and retain the best talent, enables employees to realize their full potential, and drives high performance through innovation and collaboration.

We have an unwavering commitment to providing as safe and healthy workplace as possible for all employees.

We accomplish this through strict compliance with applicable laws and regulations regarding workplace safety, and maintaining robust training and emergency and disaster recovery plans.

We offer diversity training that focuses on unconscious bias where employees learn to recognize and address the effects thereof by encouraging diversity of experience and opinion.

Also, our Diversity & Inclusion Committee fosters innovative actions and promotes inclusiveness throughout our organization.

Health & Safety

We have an unwavering commitment to providing as safe and healthy of a workplace as possible for all employees.

We accomplish this through strict compliance with applicable laws and regulations regarding workplace safety, engaging employee input, and maintaining robust training and emergency response and disaster recovery plans.

We monitor and assess our safety performance by measuring and evaluating injuries, process safety incidents, environmental events, and other events, as well as by performing compliance audits and risk assessments.

We believe these efforts reinforce our safety culture;

promote a safe workplace, accountability, and stronger community relations;

and reduce impact to personal safety, process safety, and the environment.

Our commitment to workplace safety was highlighted during the COVID-19 pandemic.

Our leadership took immediate action aimed at maintaining a safe and healthy workplace for our employees and contractors, while continuing operations to meet the needs of our customers.

Our cross-functional CVR Crisis Response Team was immediately activated, and we implemented a variety of policies and practices, including our enhanced entry requirements and return to the workplace clearance policy.

We provided masks, barriers, additional sanitation, and supplies in all common areas and for employee personal use, implemented social distancing requirements and occupancy limits, and other protective measures.

As the pandemic continues to evolve, our Crisis Response Team remains ready to respond quickly to protect our workforce.

Available Information

3 unchanged sentences

These guidelines, policies, and charters are also available in print without charge to any stockholder requesting them.

We do not intend for information contained in our website to be part of this Report.

Information on our website is not a part of, and is not incorporated into, this Report or any other report we may file with or furnish to the SEC, whether before or after the date of this Report and irrespective of any general incorporation language therein.

December 31, 2021 | 21

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business