Commitments and Contingencies |
9 Months Ended |
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Sep. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | (12) Commitments and Contingencies In the ordinary course of business, the Company may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. While there have been no material changes in the Company’s commitments and contingencies from those disclosed in the 2025 Form 10-K and in the Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, recent developments are discussed below. 45Q Transaction Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45 million cap, if these minimum quantities are not delivered. CVR Partners issued a guarantee to the unaffiliated third-party investors and certain of their affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVR-CapturePoint Parent, LLC (“CVRP JV”), which include the aforementioned fees. This guarantee has no impacts on the accounting records of CVR Partners unless the parties fail to comply with the terms of the 45Q Transaction contracts. Renewable Fuel Standard Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the Environmental Protection Agency (“EPA”), which, absent any exemption or waiver, requires obligated parties to blend a certain amount of renewable fuels, called a Renewable Volume Obligation (“RVO”), into their transportation fuels or purchase RINs, in lieu of blending. The Petroleum Segment’s obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, whether through the grant of small refinery exemptions (“SREs”) or otherwise, must either purchase RINs from third parties or obtain waiver credits for cellulosic biofuels in order to comply with the RFS. The EPA’s final rule, effective in June 2026, (a) established applicable blending volumes and percentage standards under the RFS for 2026 and 2027 for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel, reflecting the highest renewable fuel volume in the program’s history, including for biomass-based diesel and advanced biofuel; (b) partially waived the 2025 cellulosic biofuel volume requirement and revised the associated percentage standard due to a shortfall in cellulosic biofuel production; and (c) promulgated several regulatory changes to the RFS program, including the removal of renewable electricity as a qualifying renewable fuel under the RFS program and makes minor revisions to the biogas provisions of the RFS program (the “2026/2027 RFS Final Rule”). In the 2026/2027 RFS Final Rule, the EPA confirmed its intention to add to annual blending obligations volumes that account for 70% of volumes actually exempted by the EPA for 2023 and 2024 compliance years and those projected to be exempted by the EPA for the 2025 compliance year, estimated by the EPA to total 2.89 billion RINs. In October 2026, the EPA published a proposed rule considering two approaches: splitting the 2025 exempted volumes evenly across 2026 and 2027 or adding the 2025 exempted volumes to 2027 only. Because the reallocation proposal would revise the existing standards, the EPA has triggered the automatic compliance deadline extension provision that was promulgated as part of the Set 2 rule. The 2026 compliance deadline (currently March 31, 2027) will be extended to whichever of the following dates is applicable, as follows: (a) if the EPA finalizes the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline after the effective date of the revised 2026 standards; (b) if the EPA withdraws the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline that is 60 days after the withdrawal is published in the Federal Register; and (c) if the EPA does not finalize or withdraw the proposed revision to the 2026 RFS standards within 12 months of the date the proposal is published in the Federal Register, the next quarterly reporting deadline after that 12-month mark. Public comment on this proposed rule ends on December 4, 2026. On August 31, 2026, the EPA issued a decision document to the Company’s subsidiary, WRC, granting a 100 percent waiver from its RFS obligation for the 2025 compliance period (the “August 2026 SRE Decision”). As a result of the August 2026 SRE Decision, WRC’s RFS obligation for the 2025 compliance period was reduced by more than 118 million RINs, representing approximately $253 million. WRC timely complied with its RFS obligation for the 2025 compliance period by the October 1, 2026 deadline set forth in the August 2026 SRE Decision. The August 2026 SRE Decision follows the EPA’s August 22, 2025 decision document issued to WRC, which granted full and partial waivers for WRC’s RFS obligation for the 2019 through 2024 compliance periods (the “August 2025 SRE Decision”) reducing WRC’s RFS obligations by more than 424 million RINs, representing approximately $488 million. The costs for our obligated-party subsidiaries to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel are included within Cost of materials and other in the Condensed Consolidated Statements of Operations. At each reporting period, to the extent RINs purchased and generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which the Company may be entitled), the remaining position is valued using RIN market prices at period end for each specific or closest vintage year. Taking into consideration the August 2026 SRE Decision and the August 2025 SRE Decision but excluding the impact of any potential changes to 2026 obligations, as of September 30, 2026 and December 31, 2025, the Company’s obligated-party subsidiaries’ RFS positions were approximately $230 million and $72 million, respectively, and are recorded in Other current liabilities in the Condensed Consolidated Balance Sheets. Litigation Call Option Coverage Cases – The Texas appellate court has set oral argument for November 2026 in the appeal filed by the Company and certain of its affiliates (the “Call Defendants”) of the summary judgment granted in Texas state court (the “Texas Suit”) in favor of certain of the Company’s primary and excess insurers (the “Insurers”) relating to the August 2022 settlement (the “Settlement”) of the consolidated lawsuits filed by purported former unitholders of CVR Refining, LP on behalf of themselves and an alleged class of similarly situated unitholders relating to the Company’s exercise of the call option under the CVR Refining, LP Amended and Restated Agreement of Limited Partnership. The Call Defendants’ motion to amend their complaint and certain other motions in the action filed by the Call Defendants in Delaware against the Insurers seeking recovery of all amounts paid in connection with the Settlement (the “Delaware Suit”) remain pending. The Company does not expect the outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows. Renewable Fuel Standard – In October 2026, WRC and certain other small refiners intervened in the action filed by certain biofuels groups in the U.S. Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) challenging the EPA’s grant of SRE petitions for the 2025 compliance period, including the SRE issued to WRC. The numerous challenges filed by WRC and other parties in the D.C. Circuit relating to the EPA’s August 2025 SRE Decision and the 2026/2027 RFS Final Rule remain pending. As each of these matters are in their early stages, the Company cannot yet determine the impact of these matters on WRC’s past, current, and future obligations under the RFS or the Company’s financial position, results of operations, or cash flows, which could be material. Guaranty Dispute – All deadlines in the 2024 and 2025 actions filed by Wynnewood Energy Company, LLC (“WEC”) in the Superior Court of the State of Delaware disputing the validity of an alleged 1993 guaranty (the “Guaranty Dispute”) asserted by Exxon Mobil Corporation (“XOM”) to obligate WRC to defend and indemnify XOM against multiple claims and lawsuits asserted against XOM between 2018 and 2025 arising from alleged contamination from historical oil wells and gas operations in Louisiana have been stayed until November 2026 while the parties continue to engage in mediation activities. While WEC continues to dispute the validity of the guaranty, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material adverse effect on the Company’s financial position, results of operations, or cash flows. CRNF Ammonia Release - In August 2026, another lawsuit was filed against CVR Energy, CVR Partners and certain of their subsidiaries alleging personal injury and related damages arising from an October 2025 ammonia release at the fertilizer facility in Coffeyville, Kansas operated by CRNF (the “2025 Release”), in addition to the multiple consolidated lawsuits currently pending in Texas state court in Fort Bend County relating to the 2025 Release. Discovery and motion practice in these cases is ongoing. As these matters are in their early stages, the Company cannot yet determine whether they will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Kansas Environmental Claims - Discovery relating to class certification continues in the lawsuit pending in the U.S. District Court for the District of Kansas against CVR Energy, CVR Partners and certain of their affiliates (collectively, the “Kansas Defendants”) by three residents of Coffeyville, on behalf of themselves and a purported class of similarly situated persons. While this matter is in its early stages, if a class is certified and the matter is ultimately concluded in a manner adverse to the Kansas Defendants, it could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
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