What changed in this filing

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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-23 · 78 added, 40 removed, 130 unchanged (48% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2020, the Company has evaluated, under the direction of the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e).

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon, and as of the date of that evaluation, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow accurate and timely decisions regarding required disclosure.

The Company has evaluated, under the direction and with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e).

Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2021.

Management’s Report on Internal Control Over Financial Reporting

8 unchanged sentences

There have been no changes in our internal controls over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended December 31, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Despite many of our employees working in a remote environment due to the COVID-19 pandemic, we have not experienced any material impact to our internal controls over financial reporting.

We are continually monitoring and assessing the COVID-19 pandemic to determine any potential impact on the design and operating effectiveness of our internal controls over financial reporting.

Other Information

On February 22, 2021, David Landreth, the Company’s Executive Vice President and Chief Commercial Officer, announced his intent to retire from the Company effective March 26, 2021.

In connection therewith, the Company and Mr.

Landreth have entered into the Letter Agreement filed as exhibit 10.44 to this Annual Report on Form 10-K and incorporated herein, under which, provided Mr.

Landreth (i) remains employed (and is not earlier terminated for Cause) through March 26, 2021, to assist in transition of his successor, and (ii) signs, returns and does not rescind a release agreement, Mr.

Landreth would be entitled to receive a lump sum, less applicable deductions and withholdings, of $450,000.

During the fourth quarter of 2021, the Compensation Committee of our board of directors (the “Board”) approved an amendment to extend the term of the CVR Energy, Inc.

Change in Control and Severance Plan (the “Severance Plan”), which was to expire by its terms on January 1, 2022.

The Severance Plan, as amended, now provides that the plan will continue until the occurrence of specified change in control events or until it is terminated by the Compensation Committee of the Board.

The Severance Plan provides for severance benefits to certain officers of the Company, including our principal financial officer and other named executive officers, in the event of a termination of his or her employment under certain circumstances.

The description of the amendment to the Severance Plan herein is qualified in its entirety by the text of the amended Severance Plan, filed as Exhibit 10.26.1 to this Annual Report on Form 10-K.

On February 21, 2022, the Compensation Committee of our Board adopted the CVR Energy, Inc.

2022 Performance Based Bonus Plan and the CVR Refining, LP 2022 Performance Based Bonus Plan (collectively, the “2022 CVI Plans”), which apply to all eligible employees of our subsidiaries (excluding those of CVR Partners and its subsidiaries) and contain terms equivalent to the CVR Energy, Inc.

2021 Performance Based Bonus Plan and the CVR Refining, LP 2021 Performance Based Bonus Plan.

The 2022 CVI Plans will be filed with our Quarterly Report on Form 10-Q for the period ending March 31, 2022.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

December 31, 2021 | 108

14 unchanged sentences

(a)(3) Exhibits

INDEX TO EXHIBITS

Exhibit Number Exhibit Description

12 unchanged sentences

4.7** Form of 5.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on January 27, 2020).

4.8** Indenture, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 23, 2021).

4.9** Form of 6.125% Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on June 23, 2021).

10.1** Amended and Restated ABL Credit Agreement, dated as of December 20, 2012, among Coffeyville Resources, LLC, CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as collateral agent and administrative agent (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on December 27, 2012).

December 31, 2021 | 110

10.1.1** Amendment No.

1 to Amended and Restated ABL Credit Agreement, dated November 14, 2017, by and among CVR Refining, LP, Coffeyville Finance Inc., CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC, CVR Logistics, LLC, a group of lenders and Wells Fargo, National Association, as administrative agent and collateral agent (incorporated by reference as Exhibit 10.1 to the Form 8-K filed by CVR Refining, LP on November 17, 2017).

December 31, 2020 | 105

10.1.2** Amendment No.

9 unchanged sentences

and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on July 30, 2015).

10.6.2** Second Amended and Restated Crude Oil Supply Agreement, dated August 4, 2021, by and between Vitol Inc.

and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference as Exhibit 10.1 to the Company ’ s Form 10-Q filed on November 2, 2021).

10.7**+ Employment Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc.

5 unchanged sentences

10.11** Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on December 6, 2007).

December 31, 2021 | 111

10.11.1** Supplement to Environmental Agreement, dated as of February 15, 2008, by and between Coffeyville Resources Refining and Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 to the Company’s Form 10-K filed on March 28, 2008).

1 unchanged sentence

10.12** Amended and Restated Omnibus Agreement, dated as of April 13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K/A filed on May 23, 2011).

December 31, 2020 | 106

10.13** Lease and Operating Agreement, dated as of May 4, 2012, by and between Coffeyville Resources Terminal, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on August 2, 2012).

10.14** Form of Indemnification Agreement (incorporated by reference to Exhibit 10.49 to the Company’s Form 10-K for the year ended December 31, 2008, filed on March 13, 2009).

10.23**+ Amended and Restated CVR Energy, Inc.

2007 Long Term Incentive Plan, dated as of December 26, 2013 (incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K filed on February 26, 2014).

10.15**+ Second A mended and Restated CVR Energy, Inc.

2007 Long Term Incentive Plan, dated as of June 6, 2017 (incorporated by reference to Appendix A to the Company’s Pro xy Statement filed on April 27, 2017 ) (Corrected version of exhibit previously filed as Exhibit 10.23 to the Company ’ s Annual Report o n Form 10-K for the year ended December 31, 2020) .

10.16**+ Form of Incentive Unit Agreement (incorporated by reference to Exhibit 10.30.7 to the Company’s Form 10-K filed on February 21, 2018.)

3 unchanged sentences

Incentive Unit Agreement (Executive) (incorporated by reference to Exhibit 10.31.1 to the Company’s Form 10-K filed on February 21, 2019).

10.17.2*+ Form CVR Energy, Inc.

Incentive Unit Agreement (Executive).

10.17.3*+ Form CVR Energy, Inc.

Incentive Unit Agreement.

10.18**+ CVR Energy, Inc.

Change in Control and Severance Plan (incorporated by reference to Exhibit 10.1 of CVR Energy, Inc.’s Form 10-Q filed on October 25, 2018).

Change in Control and Severance Plan (incorporated by reference to Exhibit 10.1 of the Company ’ s Form 10-Q filed on October 25, 2018).

10.18.1*+ CVR Energy, Inc.

Performance-Based Bonus Plan, approved March 19, 2019 (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on April 25, 2019).

10.28**+ CVR Partners, LP Performance-Based Bonus Plan, approved March 19, 2019 (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on April 25, 2019).

10.29**+ CVR Refining, LP Performance-Based Bonus Plan, approved March 19, 2019 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on April 25, 2019).

Change in Control and Severance Plan, as amended effective January 1, 2022.

10.19**+ CVR Energy, Inc.

Performance-Based Bonus Plan, approved March 19, 2019 (incorporated by reference to Exhibit 10.1 to the Company ’ s Form 10-Q filed on April 25, 2019).

10.20**+ CVR Partners, LP Performance-Based Bonus Plan, approved March 19, 2019 (incorporated by reference to Exhibit 10.2 to the Company ’ s Form 10-Q filed on April 25, 2019).

10.21**+ CVR Refining, LP Performance-Based Bonus Plan, approved March 19, 2019 (incorporated by reference to Exhibit 10.3 to the Company ’ s Form 10-Q filed on April 25, 2019).

10.22**+ CVR Partners, LP Long-Term Incentive Plan (adopted March 16, 2011) (incorporated by reference to Exhibit 10.1 to the Form S-8 filed by CVR Partners, LP on April 12, 2011).

2 unchanged sentences

10.22.3**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.30.3 to the Company’s Form 10-K filed on February 20, 2020).

10.31**+ CVR Refining, LP Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by CVR Partners , LP on January 23, 2013 (Commission File No.

10.22.4*+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive).

10.22.5*+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement.

10.23**+ CVR Refining, LP Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by CVR Refining , LP on January 23, 2013 (Commission File No.

December 31, 2021 | 112

10.23.1**+ Form of CVR Refining, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.44.2 to the Company’s Form 10-K filed on February 20, 2015).

2 unchanged sentences

10.26** Parity Lien Security Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee(incorporated by reference to Exhibit 10.2 of the Form 8-K filed by CVR Partners, LP on June 16, 2016 (Commission File No.

December 31, 2020 | 107

10.27** ABL Credit Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, the lenders from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by CVR Partners, LP on October 6, 2016 (Commission File No.

1 unchanged sentence

10.29** Intercreditor Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent for the secured parties, Wilmington Trust, National Association, as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by CVR Partners, LP on October 6, 2016 (Commission File No.

10.30** On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of July 31, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 4, 2020).

10.30.1* Amendment No.

1 to On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of February 21, 2022.

10.31**+ CVR Energy, Inc.

2 unchanged sentences

10.33**+ CVR Refining, LP 2020 Performance-Based Bonus Plan, approved February 19, 2020 (incorporated by reference to Exhibit 10.40 to the Company's Form 10-K filed on February 20, 2020).

10.34** Amendment No.

1 to ABL Credit Agreement, dated as of September 29, 2020, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen GP, LLC and CVR Nitrogen Finance Corporation, the lenders party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by CVR Partners, LP on September 30, 2020).

10.35**+ CVR Energy, Inc.

2021 Performance-Based Bonus Plan, approved February 19, 2021 .

10.42*+ CVR Partners, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 .

10.43*+ CVR Refining, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021.

2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.41 to the Company’s Form 10-K filed on February 23, 2021).

10.36**+ CVR Partners, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.42 to the Company’s Form 10-K filed on February 23, 2021).

December 31, 2021 | 113

10.37**+ CVR Refining, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K filed on February 23, 2021).

10.38**+ Letter Agreement, dated as of February 22, 2021, by and between CVR Services, LLC and David L.

Landreth (incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K filed on February 23, 2021).

10.39** Collateral Trust Joinder, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 23, 2021).

10.40** The Joinder Agreement (Other Parity Lien Obligations), dated as of June 23, 2021, among Wilmington Trust, National Association, as an other parity obligations representative, UBS AG, Stamford Branch, as collateral agent under the Existing ABL Facility, Wilmington Trust, National Association, as applicable parity lien representative, Wilmington Trust, National Association, as parity lien collateral trustee and CVR Partners, LP (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on June 23, 2021).

10.41**+ Offer Letter, dated as of October 7, 2021, by and between CVR Services, LLC and Dane J.

Neumann ( incorporated by reference as Exhibit 10.

2 to the Compan y ’ s Form 10-Q filed on November 2, 2021).

10.42**+ Offer Letter, dated as of August 9, 2021, by and between CVR Services, LLC and Jeffrey D.

Conaway (incorporated by reference as Exhibit 10.

3 to the Company ’ s Form 10-Q filed on November 2, 2021).

10.43** Severance and Release Agreement, effective as of August 29, 2021, by and between CVR Services, LLC and Tracy D.

Jackson (incorporated by reference as Exhibit 10.1 to the Company ’ s Form 10-Q filed on November 2, 2021).

10.44** Credit Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 30, 2021).

10.45** Guaranty and Security Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 30, 2021).

10.46** Joinder Agreement (Other Parity Lien Obligations), dated as of September 30, 2021, among Wilmington Trust, National Association (“WTNA”), as an other applicable parity obligations representative, UBS AG, Stamford Branch (“UBS”), as collateral agent under the existing ABL Facility, WTNA, as applicable parity lien representative, WTNA, as parity lien collateral trustee, Wells Fargo, as collateral agent under the ABL Credit Facility and CVR Partners (on behalf of itself and its subsidiaries) to that certain intercreditor agreement dated as of September 30, 2016 (as amended, supplemented or otherwise modified to date), among the Credit Parties, certain of their subsidiaries from time to time party thereto, UBS as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto(incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on September 30, 2021).

10.47**+ Employment Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc.

Lamp (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 27, 2021).

10.48**+ Amendment to Performance Unit Award Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc.

Lamp (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 27, 2021).

December 31, 2021 | 114

10.49*+ Offer Letter, dated as of January 26, 2022, by and between CVR Services, LLC and Michael H.

21.1* List of Subsidiaries of CVR Energy, Inc.

2 unchanged sentences

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

31.3* Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer and Corporate Controller

32.1† Section 1350 Certification of President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and Chief Accounting Officer and Corporate Controller

101* The following financial information for CVR Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (“Extensible Business Reporting Language”) includes:

31.3* Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer and Corporate Controlle r.

32.1† Section 1350 Certification of President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and Chief Accounting Officer and Corporate Controlle r.

101* The following financial information for CVR Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged in detail.

5 unchanged sentences

+ Denotes management contract or compensatory plan or arrangement.

December 31, 2020 | 108

PLEASE NOTE :

13 unchanged sentences

February 22, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

1 unchanged sentence

(Principal Executive Officer) February 22, 2022

JACKSON Executive Vice President, Chief Financial Officer

NEUMANN Executive Vice President and Chief Financial Officer

(Principal Financial Officer) February 22, 2022

/s/ MATTHEW W.

BLEY Chief Accounting Officer and Corporate Controller

/s/ JEFFREY D.

CONAWAY Vice President, Chief Accounting Officer and Corporate Controller

(Principal Accounting Officer) February 22, 2022

/s/ SUNGHWAN CHO Chairman of the Board of Directors February 23, 2021

/s/ KAPILJEET DARGAN Director February 22, 2022

Kapiljeet Dargan

/s/ JAFFERY A.

FIRESTONE Director February 22, 2022

/s/ JONATHAN FRATES Director February 23, 2021

Jonathan Frates

/s/ STEPHEN MONGILLO Director February 23, 2021

Stephen Mongillo

/s/ PATRICIA AGNELLO Director February 23, 2021

Patricia Agnello

/s/ HUNTER C.

GARY Director February 22, 2022

/s/ STEPHEN MONGILLO Director February 22, 2022

Stephen Mongillo

STROCK Director February 22, 2022

/s/ DAVID WILLETTS Director February 22, 2022

David Willetts

December 31, 2021 | 116

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 9A. Controls and Procedures