Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 25, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | CVR ENERGY INC | |
Entity Central Index Key | 1,376,139 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 86,831,050 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents (including $490.4 and $369.7, respectively, of consolidated variable interest entities (VIEs)) | $ 803.6 | $ 735.8 |
Accounts receivable of VIEs, net of allowance for doubtful accounts of $1.3 and $0.5, respectively | 143.2 | 151.9 |
Inventories of VIEs | 353.9 | 349.2 |
Prepaid expenses and other current assets (including $34.8 and $65.0, respectively, of VIEs) | 37.9 | 68.4 |
Income tax receivable (including $0.2 and $0.2, respectively, of VIEs) | 9.7 | 10.2 |
Total current assets | 1,348.3 | 1,315.5 |
Property, plant and equipment, net of accumulated depreciation (including $2,614.8 and $2,645.1, respectively, of VIEs) | 2,642.2 | 2,672.1 |
Intangible assets of VIEs, net | 0.2 | 0.2 |
Goodwill of VIEs | 41 | 41 |
Other long-term assets (including $19.4 and $19.1, respectively, of VIEs) | 21.5 | 21.4 |
Total assets | 4,053.2 | 4,050.2 |
Current liabilities: | ||
Note payable and capital lease obligations of VIEs | 1.9 | 1.8 |
Accounts payable (including $235.8 and $247.7, respectively, of VIEs) | 238.5 | 251 |
Personnel accruals (including $14.9 and $23.6, respectively, of VIEs) | 26.2 | 45.7 |
Accrued taxes other than income taxes of VIEs | 27.7 | 27 |
Due to parent | 12.5 | 10.6 |
Deferred revenue of VIEs | 31.9 | 12.6 |
Other current liabilities (including $221.4 and $216.8, respectively, of VIEs) | 221.7 | 217.2 |
Total current liabilities | 560.4 | 565.9 |
Long-term liabilities: | ||
Long-term debt and capital lease obligations of VIEs, net of current portion | 1,163.3 | 1,162.8 |
Deferred income taxes (including $0.8 and $0.8, respectively, of VIEs) | 591.8 | 579.9 |
Other long-term liabilities (including $5.1 and $5.4, respectively, of VIEs) | 33.3 | 32 |
Total long-term liabilities | 1,788.4 | 1,774.7 |
Commitments and contingencies | ||
CVR stockholders' equity: | ||
Common stock $0.01 par value per share, 350,000,000 shares authorized, 86,929,660 shares issued | 0.9 | 0.9 |
Additional paid-in-capital | 1,197.6 | 1,197.6 |
Retained deficit | (359.3) | (338.1) |
Treasury stock, 98,610 shares at cost | (2.3) | (2.3) |
Accumulated other comprehensive income, net of tax | 0 | 0 |
Total CVR stockholders' equity | 836.9 | 858.1 |
Noncontrolling interest | 867.5 | 851.5 |
Total equity | 1,704.4 | 1,709.6 |
Total liabilities and equity | $ 4,053.2 | $ 4,050.2 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents, consolidated VIEs | $ 803.6 | $ 735.8 |
Prepaid expenses and other current assets, VIEs | 37.9 | 68.4 |
Income tax receivable, VIEs | 9.7 | 10.2 |
Property, plant and equipment, net of accumulated depreciation, VIEs | 2,642.2 | 2,672.1 |
Other long-term assets, VIEs | 21.5 | 21.4 |
Current liabilities: | ||
Accounts payable, VIEs | 238.5 | 251 |
Personnel accruals, VIEs | 26.2 | 45.7 |
Other current liabilities, VIEs | 221.7 | 217.2 |
Long-term liabilities: | ||
Deferred income taxes, VIEs | 591.8 | 579.9 |
Other long-term liabilities, VIEs | $ 33.3 | $ 32 |
Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, issued (in shares) | 86,929,660 | 86,929,660 |
Treasury stock (in shares) | 98,610 | 98,610 |
Variable Interest Entities | ||
Current assets: | ||
Cash and cash equivalents, consolidated VIEs | $ 490.4 | $ 369.7 |
Accounts receivable of VIEs, allowance for doubtful accounts | 1.3 | 0.5 |
Prepaid expenses and other current assets, VIEs | 34.8 | 65 |
Income tax receivable, VIEs | 0.2 | 0.2 |
Property, plant and equipment, net of accumulated depreciation, VIEs | 2,614.8 | 2,645.1 |
Other long-term assets, VIEs | 19.4 | 19.1 |
Current liabilities: | ||
Accounts payable, VIEs | 235.8 | 247.7 |
Personnel accruals, VIEs | 14.9 | 23.6 |
Other current liabilities, VIEs | 221.4 | 216.8 |
Long-term liabilities: | ||
Deferred income taxes, VIEs | 0.8 | 0.8 |
Other long-term liabilities, VIEs | $ 5.1 | $ 5.4 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 1,507.1 | $ 905.5 |
Operating costs and expenses: | ||
Cost of materials and other | 1,221.2 | 736.8 |
Direct operating expenses (exclusive of depreciation and amortization as reflected below) | 138.1 | 141.4 |
Depreciation and amortization | 48.6 | 37.9 |
Cost of sales | 1,407.9 | 916.1 |
Selling, general and administrative expenses (exclusive of depreciation and amortization as reflected below) | 29.1 | 27.2 |
Depreciation and amortization | 2.5 | 2.1 |
Total operating costs and expenses | 1,439.5 | 945.4 |
Operating income (loss) | 67.6 | (39.9) |
Other income (expense): | ||
Interest expense and other financing costs | (27) | (12.1) |
Interest income | 0.2 | 0.2 |
Gain (loss) on derivatives, net | 12.2 | (1.2) |
Other income (expense), net | 0 | 0.3 |
Total other expense | (14.6) | (12.8) |
Income (loss) before income tax expense | 53 | (52.7) |
Income tax expense (benefit) | 14.8 | (21.8) |
Net income (loss) | 38.2 | (30.9) |
Less: Net income (loss) attributable to noncontrolling interest | 16 | (14.7) |
Net income (loss) attributable to CVR Energy stockholders | $ 22.2 | $ (16.2) |
Earnings per share: | ||
Basic and diluted earnings per share (in dollars per share) | $ 0.26 | $ (0.19) |
Dividends declared per share (in dollars per share) | $ 0.50 | $ 0.5 |
Weighted-average common shares outstanding: | ||
Basic and diluted (in shares) | 86.8 | 86.8 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 38.2 | $ (30.9) |
Other comprehensive income (loss) | ||
Net loss reclassified into income on settlement of interest rate swaps, net of tax | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive income (loss) | 38.2 | (30.9) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 16 | (14.7) |
Comprehensive income (loss) attributable to CVR Energy stockholders | $ 22.2 | $ (16.2) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Millions | Total | Total CVR Stockholders' Equity | $0.01 Par Value Common Stock | Additional Paid-In Capital | Retained Deficit | Treasury Stock | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2016 | 86,929,660 | ||||||
Beginning balance at Dec. 31, 2016 | $ 1,709.6 | $ 858.1 | $ 0.9 | $ 1,197.6 | $ (338.1) | $ (2.3) | $ 851.5 |
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends paid to CVR Energy stockholders | (43.4) | (43.4) | (43.4) | ||||
Net income | 38.2 | 22.2 | 22.2 | 16 | |||
Other comprehensive income, net of tax | 0 | 0 | |||||
Ending balance (in shares) at Mar. 31, 2017 | 86,929,660 | ||||||
Ending balance at Mar. 31, 2017 | $ 1,704.4 | $ 836.9 | $ 0.9 | $ 1,197.6 | $ (359.3) | $ (2.3) | $ 867.5 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 38.2 | $ (30.9) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 51.1 | 40 |
Allowance for doubtful accounts | 0.7 | 0.3 |
Amortization of deferred financing costs and original issue discount | 1.2 | 0.7 |
Deferred income taxes expense (benefits) | 12.5 | (21.8) |
Loss on disposition of assets | 0.5 | 0 |
Share-based compensation | 3.3 | 1.8 |
Unrealized gain on securities | 0 | (0.3) |
Loss on derivatives, net | (12.2) | 1.2 |
Current period settlements on derivative contracts | 1.2 | 21.4 |
Changes in assets and liabilities: | ||
Accounts receivable | 8 | (14.2) |
Inventories | (1.9) | 30.5 |
Prepaid expenses and other current assets | 30.1 | 1.9 |
Due to/from parent | 1.9 | 0 |
Other long-term assets | 0.3 | 0 |
Accounts payable | (10.8) | (8.5) |
Accrued income taxes | 0.6 | 0 |
Deferred revenue | 19.3 | (2.3) |
Other current liabilities | (6.5) | 1.9 |
Other long-term liabilities | (0.3) | (0.1) |
Net cash provided by operating activities | 137.2 | 21.6 |
Cash flows from investing activities: | ||
Capital expenditures | (24.2) | (47.5) |
Purchase of securities | 0 | (4.2) |
Investment in affiliates | (1.4) | 0 |
Net cash used in investing activities | (25.6) | (51.7) |
Cash flows from financing activities: | ||
Payment of capital lease obligations | (0.4) | (0.4) |
Payment of deferred financing costs | 0 | (0.2) |
Dividends to CVR Energy's stockholders | (43.4) | (43.4) |
Distributions to CVR Partners' noncontrolling interest holders | 0 | (9.2) |
Net cash used in financing activities | (43.8) | (53.2) |
Net increase (decrease) in cash and cash equivalents | 67.8 | (83.3) |
Cash and cash equivalents, beginning of period | 735.8 | 765.1 |
Cash and cash equivalents, end of period | 803.6 | 681.8 |
Supplemental disclosures: | ||
Cash paid (refunded) for income taxes, net | (0.2) | 0 |
Cash paid for interest, net of capitalized interest of $0.3 and $1.5 in 2017 and 2016, respectively | 2.8 | 3.4 |
Non-cash investing and financing activities: | ||
Construction in progress additions included in accounts payable | 11.5 | 18.9 |
Change in accounts payable related to construction in process additions | (4.8) | (3.4) |
Landlord incentives for leasehold improvements | $ 1.2 | $ 0 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest | $ 0.3 | $ 1.5 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | (1) Organization and Basis of Presentation Organization The "Company," "CVR Energy" or "CVR" are used in this Report to refer to CVR Energy, Inc. and, unless the context otherwise requires, its subsidiaries. CVR is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries through its holdings in CVR Refining, LP ("CVR Refining" or the "Refining Partnership") and CVR Partners, LP ("CVR Partners" or the "Nitrogen Fertilizer Partnership"). The Refining Partnership is an independent petroleum refiner and marketer of high value transportation fuels. The Nitrogen Fertilizer Partnership produces and markets nitrogen fertilizers in the form of UAN and ammonia. The Company reports in two business segments: the petroleum segment (the operations of CVR Refining) and the nitrogen fertilizer segment (the operations of CVR Partners). CVR's common stock is listed on the NYSE under the symbol "CVI." On May 7, 2012, an affiliate of Icahn Enterprises L.P. ("IEP") announced that they had acquired control of CVR pursuant to a tender offer for all of the Company's common stock. As of March 31, 2017 , IEP and its affiliates owned approximately 82% of the Company's outstanding shares. CVR Partners, LP On April 13, 2011, the Nitrogen Fertilizer Partnership completed the initial public offering ("IPO") of its common units representing limited partnership interests. The common units, which are listed on the NYSE, began trading on April 8, 2011 under the symbol "UAN." Immediately prior to the Nitrogen Fertilizer Partnership's acquisition of CVR Nitrogen, LP, public security holders held approximately 47% of the outstanding Nitrogen Fertilizer Partnership common units, and Coffeyville Resources, LLC ("CRLLC"), a wholly owned subsidiary of the Company, held approximately 53% of the outstanding Nitrogen Fertilizer Partnership common units. As a result of the Nitrogen Fertilizer Partnership's acquisition of CVR Nitrogen, LP and issuance of the unit consideration, the noncontrolling interest related to the Nitrogen Fertilizer Partnership reflected in our Consolidated Financial Statements on April 1, 2016 and from such date and as of March 31, 2017 was approximately 66% . In addition, CRLLC owns 100% of the Nitrogen Fertilizer Partnership's general partner, CVR GP, LLC, which only holds a non-economic general partner interest. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is impacted by the net income of, and distributions from, the Nitrogen Fertilizer Partnership. CVR Refining, LP On January 23, 2013, the Refining Partnership completed the IPO of its common units representing limited partner interests. The common units, which are listed on the NYSE, began trading on January 17, 2013 under the symbol "CVRR." As of March 31, 2017 , public security holders held approximately 34% of the Refining Partnership's outstanding common units (including common units owned by affiliates of IEP, representing approximately 3.9% of the Refining Partnership's outstanding common units), and CVR Refining Holdings, LLC (“CVR Refining Holdings”), a subsidiary of CRLLC, held approximately 66% of the Refining Partnership's outstanding common units. In addition, CVR Refining Holdings owns 100% of the Refining Partnership’s general partner, CVR Refining GP, LLC ("CVR Refining GP"), which only holds a non-economic general partner interest. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is impacted by the net income of, and distributions from the Refining Partnership. Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements include the accounts of CVR and its direct and indirect subsidiaries including the Nitrogen Fertilizer Partnership, the Refining Partnership and their respective subsidiaries, as discussed further below. The ownership interests of noncontrolling investors in CVR's subsidiaries are recorded as a noncontrolling interest included as a separate component of equity for all periods presented. All intercompany account balances and transactions have been eliminated in consolidation. Certain information and footnotes required for complete financial statements under GAAP have been condensed or omitted pursuant to SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with the December 31, 2016 audited consolidated financial statements and notes thereto included in CVR's Annual Report on Form 10-K for the year ended December 31, 2016 , which was filed with the SEC on February 21, 2017 (the " 2016 Form 10-K"). According to the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidations, the primary beneficiary of a variable interest entity's ("VIE") activities is required to consolidate the VIE; the primary beneficiary is identified as the enterprise that has a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE; limited partnerships and other similar entities are considered a VIE unless the limited partners hold substantive kick-out rights or participating rights; and an ongoing analysis is required to determine whether the variable interest gives rise to a controlling financial interest in the VIE, among other things. Management has determined that the Refining Partnership and the Nitrogen Fertilizer Partnership are VIEs because the limited partners of CVR Refining and CVR Partners lack both substantive kick-out rights and participating rights. Based upon the general partner’s roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, intercompany credit facilities, and services agreements, CVR determined that it is the primary beneficiary of both the Refining Partnership and the Nitrogen Fertilizer Partnership. Based upon that determination, CVR consolidates both the Refining and Nitrogen Fertilizer Partnerships in its consolidated financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Company as of March 31, 2017 and December 31, 2016 , the results of operations and comprehensive income for the three month periods ended March 31, 2017 and 2016 , changes in equity for the three month period ended March 31, 2017 and cash flows of the Company for the three month periods ended March 31, 2017 and 2016 . The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2017 or any other interim or annual period. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, creating a new topic, FASB ASC Topic 606, "Revenue from Contracts with Customers", which supersedes revenue recognition requirements in FASB ASC Topic 605, " Revenue Recognition ." This ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company has developed an implementation plan to adopt the new standard. As part of this plan, the Company is currently assessing the impact of the new guidance on its business processes, business and accounting systems, consolidated financial statements and related disclosures, which involves review of existing revenue streams, evaluation of accounting policies and identification of the types of arrangements where differences may arise in the conversion to the new standard. The Company expects to complete the assessment phase of its implementation plan within the next several months after which the Company will initiate the design and implementation phases of the plan, including implementing any changes to existing business processes and systems to accommodate the new standard, during 2017. The Company will adopt this standard as of January 1, 2018 using the modified retrospective application method. To date, the Company has not identified any material differences in its existing revenue recognition methods that would require modification under the new standard. In February 2016, the FASB issued ASU No. 2016-02, “ Leases ” (“ASU 2016-02”). The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using a modified retrospective application method. The Company is formulating an assessment and implementation plan to adopt the new standard. The Company expects its assessment and implementation plan to be ongoing during 2017 and 2018 and is currently unable to reasonably estimate the impact of adopting the new leases standard on its consolidated financial statements and footnotes disclosures. In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment " (“ASU 2017-04”). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted ASU 2017-04 on January 1, 2017. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition | (3) Acquisition On April 1, 2016, the Nitrogen Fertilizer Partnership completed the mergers (the "East Dubuque Merger") as contemplated by the Agreement and Plan of Merger, dated as of August 9, 2015 (the "Merger Agreement"), with CVR Nitrogen, LP ("CVR Nitrogen") (formerly known as East Dubuque Nitrogen Partners, L.P. and also formerly known as Rentech Nitrogen Partners, L.P.) and with CVR Nitrogen GP, LLC ("CVR Nitrogen GP") (formerly known as East Dubuque Nitrogen GP, LLC and also formerly known as Rentech Nitrogen GP, LLC) whereby the the Nitrogen Fertilizer Partnership acquired a nitrogen fertilizer manufacturing facility in East Dubuque, Illinois (the "East Dubuque Facility"). Under the terms of the Merger Agreement, holders of CVR Nitrogen common units eligible to receive consideration received 1.04 common units representing limited partner interests in CVR Partners and $2.57 in cash, without interest, for each CVR Nitrogen common unit. Pursuant to the Merger Agreement, CVR Partners issued approximately 40.2 million CVR Partners common units and paid approximately $99.2 million in cash consideration to CVR Nitrogen common unitholders and certain holders of CVR Nitrogen phantom units. The aggregate merger consideration was approximately $802.4 million , including the fair value of the unit consideration of $335.7 million , the cash consideration of $99.2 million , and $367.5 million fair value of assumed debt. The East Dubuque Facility contributed net sales of $26.8 million and an operating loss of $0.6 million to the Nitrogen Fertilizer Partnership's Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 . Parent Affiliate Units In March 2016, CVR Energy purchased 400,000 CVR Nitrogen common units, representing approximately 1% of the then outstanding CVR Nitrogen limited partner interests. CVR Energy did not receive merger consideration for these designated CVR Nitrogen common units. Subsequent to the East Dubuque Merger, the Nitrogen Fertilizer Partnership purchased the 400,000 CVR Nitrogen common units from CVR Energy during the second quarter of 2016 for $5.0 million . Merger-Related Indebtedness CVR Nitrogen’s debt arrangements that remained in place after the closing date of the East Dubuque Merger included $320.0 million of its 6.5% notes due 2021 (the "2021 Notes"). A portion of the 2021 Notes were repurchased in June 2016, as discussed further in Note 9 ("Long-Term Debt") . Immediately prior to the East Dubuque Merger, CVR Nitrogen also had outstanding balances under a credit agreement with Wells Fargo Bank, National Association, as successor-in-interest by assignment from General Electric Company, as administrative agent (the "Wells Fargo Credit Agreement"). The Wells Fargo Credit Agreement consisted of a $50.0 million senior secured revolving credit facility with a $10.0 million letter of credit sublimit. In connection with the closing of the East Dubuque Merger, the Nitrogen Fertilizer Partnership paid $49.4 million for the outstanding balance, accrued interest and fees under the Wells Fargo Credit Agreement and the Wells Fargo Credit Agreement was terminated. Pro Forma Financial Information Pro forma financial information for the three months ended March 31, 2016 would not be materially different from the Company's results of operations presented in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2016. Expenses Associated with the East Dubuque Merger During the three months ended March 31, 2016, the Nitrogen Fertilizer Partnership incurred approximately $1.2 million of legal and other professional fees and other merger related expenses, which were included in selling, general and administrative expenses (exclusive of depreciation and amortization). |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | (4) Share-Based Compensation Long-Term Incentive Plan – CVR Energy CVR has a Long-Term Incentive Plan ("LTIP") that permits the grant of options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of March 31, 2017 , only grants of performance units under the LTIP remain outstanding. Individuals who are eligible to receive awards and grants under the LTIP include the Company's employees, officers, consultants, advisors and directors. The LTIP authorizes a share pool of 7,500,000 shares of the Company's common stock, 1,000,000 of which may be issued in respect of incentive stock options. Performance Unit Awards In December 2016, the Company entered into a performance unit award agreement (the "2016 Performance Unit Award Agreement") with its Chief Executive Officer. Compensation cost for the 2016 Performance Unit Award Agreement will be recognized over the performance cycle from January 1, 2017 to December 31, 2017. The performance unit award of 3,500 performance units under the 2016 Performance Unit Award Agreement represents the right to receive, upon vesting, a cash payment equal to $1,000 multiplied by the applicable performance factor. The amount paid pursuant to the award, if any, will be paid following the end of the performance cycle for the award, but no later than March 6, 2018. In December 2015, the Company entered into a performance unit award agreement with its Chief Executive Officer with terms substantially the same as the 2016 Performance Unit Award Agreement and with a performance cycle from January 1, 2016 to December 31, 2016. Total compensation expense for each of the three months ended March 31, 2017 and 2016 related to the performance unit awards was approximately $0.9 million . As of March 31, 2017 and December 31, 2016 , the Company had a liability of $0.9 million and $3.5 million , respectively, for the performance unit awards, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheet. Long-Term Incentive Plan – CVR Partners CVR Partners has a long-term incentive plan ("CVR Partners LTIP") that provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards, each in respect of common units. Individuals eligible to receive awards pursuant to the CVR Partners LTIP include (i) employees of the Nitrogen Fertilizer Partnership and its subsidiaries, (ii) employees of its general partner, (iii) members of its board of directors of the general partner, and (iv) certain employees, consultants and directors of CVR Energy who perform services for the benefit of the Nitrogen Fertilizer Partnership. Through the CVR Partners LTIP, phantom unit awards outstanding include awards granted to employees of both CVR Partners and its general partner. Phantom unit awards made to employees of its general partner are considered non-employee equity based-awards. The phantom unit awards outstanding vest over a three -year period. The maximum number of common units issuable under the CVR Partners LTIP is 5,000,000 . As of March 31, 2017 , there were 4,820,215 common units available for issuance under the CVR Partners LTIP. As all phantom unit awards discussed below are cash settled awards, they do not reduce the number of common units available for issuance. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit of the Nitrogen Fertilizer Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest. The phantom unit awards are generally graded vesting awards, which are expected to vest over three years with one-third of each award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. A summary of the phantom unit activity and changes under the CVR Partners LTIP during the three months ended March 31, 2017 is presented below: Phantom Units Weighted-Average Grant-Date Non-vested at January 1, 2017 771,786 $ 6.47 Granted — — Vested (7,333 ) 8.03 Forfeited (2,316 ) 7.77 Non-vested at March 31, 2017 762,137 $ 6.45 As of March 31, 2017 , unrecognized compensation expense associated with the unvested phantom units was approximately $2.5 million and is expected to be recognized over a weighted-average period of 1.5 years . Compensation expense recorded for the three months ended March 31, 2017 and 2016 related to the awards under the CVR Partners LTIP was approximately $0.3 million and $0.5 million , respectively. As of March 31, 2017 and December 31, 2016 , CVR Partners had a liability of $1.3 million and $1.0 million , respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. Long-Term Incentive Plan – CVR Refining CVR Refining has a long-term incentive plan ("CVR Refining LTIP") that provides for the grant of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other-unit based awards, cash awards, performance awards, and distribution equivalent rights, each in respect of common units. The maximum number of common units issuable under the CVR Refining LTIP is 11,070,000 . Individuals who are eligible to receive awards under the CVR Refining LTIP include (i) employees of the Refining Partnership and its subsidiaries, (ii) employees of the general partner, (iii) members of the board of directors of the general partner and (iv) certain employees, consultants and directors of CRLLC and CVR Energy who perform services for the benefit of the Refining Partnership. Awards of phantom units and distribution equivalent rights were granted to employees of the Refining Partnership and its subsidiaries, its general partner and certain employees of CRLLC and CVR Energy who perform services solely for the benefit of the Refining Partnership. The awards are generally graded vesting awards, which are expected to vest over three years with one-third of each award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair-market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest. A summary of phantom unit activity and changes under the CVR Refining LTIP during the three months ended March 31, 2017 is presented below: Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2017 904,855 $ 12.38 Granted 15,728 9.41 Vested — — Forfeited (40,037 ) 17.50 Non-vested at March 31, 2017 880,546 $ 12.09 As of March 31, 2017 , there was approximately $6.1 million of total unrecognized compensation cost related to the awards under the CVR Refining LTIP to be recognized over a weighted-average period of 1.5 years . Total compensation expense recorded for the three months ended March 31, 2017 and 2016 related to the awards under the CVR Refining LTIP was approximately $1.0 million and $0.3 million , respectively. As of March 31, 2017 and December 31, 2016 , the Refining Partnership had a liability of approximately $2.4 million and $1.5 million , respectively, for non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. Incentive Unit Awards The Company granted awards of incentive units and distribution equivalent rights to certain employees of CRLLC, CVR Energy and CVR GP, LLC. The awards are generally graded vesting awards, which are expected to vest over three years with one-third of each award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each incentive unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest. A summary of incentive unit activity and changes during the three months ended March 31, 2017 is presented below: Incentive Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2017 987,797 $ 12.63 Granted 4,106 10.96 Vested (15,601 ) 16.76 Forfeited (14,546 ) 14.98 Non-vested at March 31, 2017 961,756 $ 12.52 As of March 31, 2017 , there was approximately $6.5 million of total unrecognized compensation cost related to incentive unit awards to be recognized over a weighted-average period of approximately 1.5 years . Total compensation expense for the three months ended March 31, 2017 and 2016 related to the awards was approximately $1.2 million and $0.3 million , respectively. As of March 31, 2017 and December 31, 2016 , the Company had a liability of approximately $2.9 million and $1.9 million , respectively, for non-vested incentive units and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | (5) Inventories Inventories consist primarily of domestic and foreign crude oil, blending stock and components, work-in-progress, fertilizer products, and refined fuels and by-products. For all periods presented, inventories are valued at the lower of the first-in, first-out ("FIFO") cost or market for fertilizer products, refined fuels and by-products. Refinery unfinished and finished products inventory values were determined using the ability-to-bear process, whereby raw materials and production costs are allocated to work-in-process and finished products based on their relative fair values. Other inventories, including other raw materials, spare parts, and supplies, are valued at the lower of moving-average cost, which approximates FIFO, or market. The cost of inventories includes inbound freight costs. Inventories consisted of the following: March 31, 2017 December 31, 2016 (in millions) Finished goods $ 146.3 $ 151.7 Raw materials and precious metals 94.1 98.4 In-process inventories 38.9 23.9 Parts and supplies 74.6 75.2 Total Inventories $ 353.9 $ 349.2 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (6) Property, Plant and Equipment Property, plant and equipment consisted of the following: March 31, 2017 December 31, 2016 (in millions) Land and improvements $ 46.5 $ 46.5 Buildings 80.9 64.8 Machinery and equipment 3,652.5 3,656.5 Automotive equipment 24.7 24.7 Furniture and fixtures 29.8 28.9 Leasehold improvements 4.7 3.6 Aircraft 3.6 3.6 Railcars 16.8 16.8 Construction in progress 62.7 54.2 3,922.2 3,899.6 Accumulated depreciation 1,280.0 1,227.5 Total property, plant and equipment, net $ 2,642.2 $ 2,672.1 Capitalized interest recognized as a reduction in interest expense for the three months ended March 31, 2017 and 2016 totaled approximately $0.3 million and $1.5 million , respectively. Land, buildings and equipment that are under a capital lease obligation had an original carrying value of approximately $24.8 million at both March 31, 2017 and December 31, 2016 . Amortization of assets held under capital leases is included in depreciation expense. |
Cost Classifications
Cost Classifications | 3 Months Ended |
Mar. 31, 2017 | |
Costs and Expenses [Abstract] | |
Cost Classifications | (7) Cost Classifications Cost of materials and other includes cost of crude oil, other feedstocks, blendstocks, purchased refined products, pet coke expenses, renewable identification numbers ("RINs") expenses and freight and distribution expenses. Direct operating expenses (exclusive of depreciation and amortization) include direct costs of labor, maintenance and services, energy and utility costs, property taxes, environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. For the three months ended March 31, 2017 and 2016 , direct operating expenses exclude depreciation and amortization of approximately $48.6 million and $37.9 million , respectively. Selling, general and administrative expenses (exclusive of depreciation and amortization) consist primarily of expenses for legal, treasury, accounting, marketing, human resources, information technology and maintaining the corporate and administrative offices in Texas and Kansas. For the three months ended March 31, 2017 and 2016 , selling, general and administrative expenses exclude depreciation and amortization of approximately $2.5 million and $2.1 million , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (8) Income Taxes CVR is a member of the consolidated federal tax group of American Entertainment Properties Corporation ("AEPC"), an affiliate of IEP, and is party to a tax allocation agreement with AEPC (the "Tax Allocation Agreement"). The Tax Allocation Agreement provides that AEPC will pay all consolidated federal income taxes on behalf of the consolidated tax group. CVR is required to make payments to AEPC in an amount equal to the tax liability, if any, that it would have paid if it were to file as a consolidated group separate and apart from AEPC. As of March 31, 2017 , the Company's Condensed Consolidated Balance Sheet reflected a payable of $12.5 million for federal income taxes due to AEPC. During the three months ended March 31, 2017 and 2016 , no payments were made to AEPC under the Tax Allocation Agreement. The Company recognizes liabilities, interest and penalties for potential tax issues based on its estimate of whether, and the extent to which, additional taxes may be due as determined under FASB ASC Topic 740 — Income Taxes . As of March 31, 2017 , the Company had unrecognized tax benefits of approximately $44.1 million , of which $28.7 million , if recognized, would impact the Company’s effective tax rate. Approximately $25.7 million of unrecognized tax benefits were netted with deferred tax asset carryforwards. The remaining unrecognized tax benefits are included in other long-term liabilities in the Condensed Consolidated Balance Sheets. The Company has accrued interest of $8.7 million related to uncertain tax positions. The Company's accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as income taxes. The Company's effective tax rate for the three months ended March 31, 2017 and 2016 was 27.9% and 41.4% , respectively, as compared to the Company's combined federal and state expected statutory tax rate of 39.3% and 39.5% for the three months ended March 31, 2017 and 2016 , respectively. The Company's effective tax rate for the three months ended March 31, 2017 and 2016 varies from the statutory rate primarily due to the reduction of income subject to tax associated with the noncontrolling ownership interests of CVR Refining's and CVR Partners' earnings (loss) and state income tax credits. The effective tax rate for the three months ended March 31, 2017 varies from the three months ended March 31, 2016 primarily due to the correlation of the effective tax rate with state income tax credits applied to pre-tax income in the first quarter of 2017 as compared to a pre-tax loss in the first quarter of 2016 and the change in the noncontrolling interest of CVR Partners resulting from the East Dubuque Merger in April 2016. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (9) Long-Term Debt Long-term debt consisted of the following: March 31, 2017 December 31, 2016 (in millions) 6.5% Senior Notes due 2022 $ 500.0 $ 500.0 9.25% Senior Secured Notes due 2023 645.0 645.0 6.5% Senior Notes due 2021 2.3 2.2 Capital lease obligations 46.4 46.9 Total debt 1,193.7 1,194.1 Unamortized debt issuance cost (13.7 ) (14.2 ) Unamortized debt discount (14.8 ) (15.3 ) Current portion of long-term debt and capital lease obligations (1.9 ) (1.8 ) Long-term debt, net of current portion $ 1,163.3 $ 1,162.8 2022 Senior Notes The Refining Partnership has $500.0 million aggregate principal amount of 6.5% Senior Notes due 2022 (the "2022 Notes") outstanding, which were issued on October 23, 2012. The 2022 Notes were issued at par and mature on November 1, 2022, unless earlier redeemed or repurchased by the issuers. Interest is payable on the 2022 Notes semi-annually on May 1 and November 1 of each year, commencing on May 1, 2013. The 2022 Notes contain customary covenants for a financing of this type that limit, subject to certain exceptions, the incurrence of additional indebtedness or guarantees, the creation of liens on assets, the ability to dispose of assets, the ability to make certain payments on contractually subordinated debt, the ability to merge, consolidate with or into another entity and the ability to enter into certain affiliate transactions. The 2022 Notes provide that the Refining Partnership can make distributions to holders of its common units provided, among other things, it has a minimum fixed charge coverage ratio and there is no default or event of default under the 2022 Notes. As of March 31, 2017 , the Refining Partnership was in compliance with the covenants contained in the 2022 Notes. At March 31, 2017 , the estimated fair value of the 2022 Notes was approximately $503.8 million . This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities. Amended and Restated Asset Based (ABL) Credit Facility The Refining Partnership has a senior secured asset based revolving credit facility (the "Amended and Restated ABL Credit Facility") with an aggregate principal amount of up to $400.0 million with an incremental facility, which permits an increase in borrowings of up to $200.0 million subject to receipt of additional lender commitments and certain other conditions. The Amended and Restated ABL Credit Facility is scheduled to mature on December 20, 2017. The Amended and Restated ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of the Refining Partnership and its subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue equity interests or create subsidiaries and unrestricted subsidiaries. The Amended and Restated ABL Credit Facility also contains a fixed charge coverage ratio financial covenant, as defined therein. The Refining Partnership was in compliance with the covenants of the Amended and Restated ABL Credit Facility as of March 31, 2017 . As of March 31, 2017 , the Refining Partnership and its subsidiaries had availability under the Amended and Restated ABL Credit Facility of $343.3 million and had letters of credit outstanding of approximately $28.4 million . There were no borrowings outstanding under the Amended and Restated ABL Credit Facility as of March 31, 2017 . Availability under the Amended and Restated ABL Credit Facility was limited by borrowing base conditions as of March 31, 2017 . Nitrogen Fertilizer Partnership Credit Facility The Nitrogen Fertilizer Partnership's former credit facility included a term loan facility of $125.0 million and a revolving credit facility of $25.0 million with an uncommitted incremental facility of up to $50.0 million . On April 1, 2016, in connection with the completion of the East Dubuque Merger, the Nitrogen Fertilizer Partnership repaid all amounts outstanding under the credit facility and paid $0.3 million for accrued and unpaid interest. Effective upon such repayment, the credit facility and all related loan documents and security interests were terminated and released. Borrowings under the credit facility bore interest at either a Eurodollar rate or a base rate plus in either case a margin based on a pricing grid determined by the trailing four quarter leverage ratio. The margin for borrowings under the credit facility ranged from 3.50% to 4.25% for Eurodollar loans and 2.50% to 3.25% for base rate loans. During the periods presented, the interest rate was either the Eurodollar rate plus a margin of 3.50% or, for base rate loans, the prime rate plus 2.50% . 2023 Senior Notes On June 10, 2016, CVR Partners and CVR Nitrogen Finance Corporation ("CVR Nitrogen Finance"), an indirect wholly-owned subsidiary of CVR Partners (together the "2023 Notes Issuers"), certain subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral trustee, completed a private offering of $645.0 million aggregate principal amount of 9.25% Senior Secured Notes due 2023 (the "2023 Notes"). The 2023 Notes mature on June 15, 2023, unless earlier redeemed or repurchased by the issuers. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year. The 2023 Notes are guaranteed on a senior secured basis by all of the Nitrogen Fertilizer Partnership’s existing subsidiaries. The 2023 Notes contain customary covenants for a financing of this type that, among other things, restrict the Nitrogen Fertilizer Partnership’s ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Nitrogen Fertilizer Partnership’s units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Nitrogen Fertilizer Partnership’s restricted subsidiaries to the Nitrogen Fertilizer Partnership; (vii) consolidate, merge or transfer all or substantially all of the Nitrogen Fertilizer Partnership’s assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. The indenture governing the 2023 Notes prohibits the Nitrogen Fertilizer Partnership from making distributions to unitholders if any default or event of default (as defined in the indenture) exists. In addition, the indenture limits the Nitrogen Fertilizer Partnerships ability to pay distributions to unitholders. The covenants will apply differently depending on the fixed charge coverage ratio (as defined in the indenture). If the fixed charge coverage ratio is not less than 1.75 to 1.0, the Nitrogen Fertilizer Partnership will generally be permitted to make restricted payments, including distributions to unitholders, without substantive restriction. If the fixed charge coverage ratio is less than 1.75 to 1.0, the Nitrogen Fertilizer Partnership will generally be permitted to make restricted payments, including distributions to unitholders, up to an aggregate $75.0 million basket plus certain other amounts referred to as "incremental funds" under the indenture. As of March 31, 2017 the ratio was less than 1.75 to 1.0 and therefore, certain payments can be made up to an aggregate of $75.0 million as noted above. No restricted payments have been made as of March 31, 2017 , and this basket was fully available. As of March 31, 2017 , the Partnership was in compliance with the covenants contained in the 2023 Notes. Included in other current liabilities on the Consolidated Balance Sheets is accrued interest payable totaling approximately $17.6 million and $2.7 million as of March 31, 2017 and December 31, 2016 , respectively, related to the 2023 Notes. At March 31, 2017 , the estimated fair value of the 2023 Notes was approximately $661.9 million . This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities. 2021 Notes Prior to the East Dubuque Merger, CVR Nitrogen and CVR Nitrogen Finance Corporation issued $320.0 million of 6.5% senior notes due 2021 (the "2021 Notes"). The 2021 Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The 2021 Notes are scheduled to mature on April 15, 2021, unless repurchased or redeemed earlier in accordance with their terms. The substantial majority of the 2021 Notes were repurchased in 2016. As of March 31, 2017 , $2.2 million of principal amount of the 2021 Notes remained outstanding and accrued interest was nominal. Capital Lease Obligations The Refining Partnership maintains two leases, accounted for as a capital lease and a finance obligation, related to Magellan Pipeline Terminals, L.P. ("Magellan Pipeline") and Excel Pipeline LLC ("Excel Pipeline"). The underlying assets and related depreciation are included in property, plant and equipment. The capital lease, which relates to a sales-lease back agreement with Sunoco Pipeline, L.P. for its membership interest in the Excel Pipeline, has 151 months remaining of its term and will expire in September 2029. The financing agreement, which relates to the Magellan Pipeline terminals, bulk terminal and loading facility has a lease term with 150 months remaining and will expire in September 2029. Asset Based (ABL) Credit Facility On September 30, 2016, the Nitrogen Fertilizer Partnership entered into a senior secured asset based revolving credit facility (the "ABL Credit Facility") with a group of lenders and UBS AG, Stamford Branch ("UBS"), as administrative agent and collateral agent. The ABL Credit Facility has an aggregate principal amount of availability of up to $50.0 million with an incremental facility, which permits an increase in borrowings of up to $25.0 million in the aggregate subject to additional lender commitments and certain other conditions. At the option of the borrowers, loans under the ABL Credit Facility initially bear interest at an annual rate equal to (i) 2.0% plus LIBOR or (ii) 1.0% plus a base rate, subject to a 0.5% step-down based on the previous quarter’s excess availability. The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees. The ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of the Nitrogen Fertilizer Partnership and its subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue equity interests or create subsidiaries and unrestricted subsidiaries. The ABL Credit Facility also contains a fixed charge coverage ratio financial covenant, as defined therein. The Nitrogen Fertilizer Partnership was in compliance with the covenants of the ABL Credit Facility as of March 31, 2017 . As of March 31, 2017 , the Nitrogen Fertilizer Partnership and its subsidiaries had availability under the ABL Credit Facility of $50.0 million . There were no borrowings outstanding under the ABL Credit Facility as of March 31, 2017 . |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (10) Earnings Per Share Basic and diluted earnings per share are computed by dividing net income (loss) attributable to CVR stockholders by the weighted-average number of shares of common stock outstanding. The components of the basic and diluted earnings (loss) per share calculation are as follows: Three Months Ended 2017 2016 (in millions, except per share data) Net income (loss) attributable to CVR Energy stockholders $ 22.2 $ (16.2 ) Weighted-average shares of common stock outstanding - Basic and diluted 86.8 86.8 Basic and diluted earnings (loss) per share $ 0.26 $ (0.19 ) There were no dilutive awards outstanding during the three months ended March 31, 2017 and 2016 , as all unvested awards under the LTIP were liability-classified awards. See Note 4 ("Share-Based Compensation") . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (11) Commitments and Contingencies Leases and Unconditional Purchase Obligations The minimum required payments for CVR’s lease agreements and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (1) (in millions) Nine Months Ending December 31, 2017 $ 5.1 $ 112.1 Year Ending December 31, 2018 5.9 132.8 2019 5.4 128.1 2020 4.9 110.6 2021 4.6 99.7 Thereafter 6.8 648.9 $ 32.7 $ 1,232.2 (1) This amount includes approximately $720.7 million payable ratably over fourteen years pursuant to petroleum transportation service agreements between Coffeyville Resources Refining & Marketing, LLC ("CRRM") and each of TransCanada Keystone Pipeline Limited Partnership and TransCanada Keystone Pipeline, LP (together, "TransCanada"). The purchase obligation reflects the exchange rate between the Canadian dollar and the U.S. dollar as of March 31, 2017 , where applicable. Under the agreements, CRRM receives transportation of at least 25,000 barrels per day of crude oil with a delivery point at Cushing, Oklahoma for a term of twenty years on TransCanada's Keystone pipeline system. CRRM began receiving crude oil under the agreements in the first quarter of 2011. CVR leases various equipment, including railcars and real properties, under long-term operating leases expiring at various dates. For the three months ended March 31, 2017 and 2016 , lease expense totaled approximately $2.1 million and $2.2 million , respectively. The lease agreements have various remaining terms. Some agreements are renewable, at CVR's option, for additional periods. It is expected, in the ordinary course of business, that leases will be renewed or replaced as they expire. Additionally, in the normal course of business, the Company has long-term commitments to purchase oxygen, nitrogen, electricity, storage capacity, water and pipeline transportation services. For the three months ended March 31, 2017 and 2016 , total expense of approximately $55.3 million and $33.2 million , respectively, was incurred related to long-term commitments. Crude Oil Supply Agreement On August 31, 2012, CRRM and Vitol Inc. ("Vitol") entered into an Amended and Restated Crude Oil Supply Agreement (as amended, the "Vitol Agreement"). Under the Vitol Agreement, Vitol supplies the petroleum business with crude oil and intermediation logistics, which helps to reduce the Refining Partnership's inventory position and mitigate crude oil pricing risk. The Vitol Agreement will automatically renew for successive one -year terms (each such term, a "Renewal Term") unless either party provides the other with notice of nonrenewal at least 180 days prior to the expiration of any Renewal Term. The Vitol Agreement currently extends through December 31, 2017. Litigation From time to time, the Company is involved in various lawsuits arising in the normal course of business, including matters such as those described below under, "Environmental, Health and Safety ("EHS") Matters." Liabilities related to such litigation are recognized when the related costs are probable and can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. It is possible that management's estimates of the outcomes will change within the next year due to uncertainties inherent in litigation and settlement negotiations. There were no new proceedings or material developments in proceedings that CVR previously reported in its 2016 Form 10-K. In the opinion of management, the ultimate resolution of any other litigation matters is not expected to have a material adverse effect on the accompanying condensed consolidated financial statements. There can be no assurance that management's beliefs or opinions with respect to liability for potential litigation matters will prove to be accurate. Environmental, Health and Safety ("EHS") Matters The petroleum and nitrogen fertilizer businesses are subject to various stringent federal, state, and local EHS rules and regulations. Liabilities related to EHS matters are recognized when the related costs are probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, existing technology, site-specific costs and currently enacted laws and regulations. In reporting EHS liabilities, no offset is made for potential recoveries. Except as otherwise described below, there have been no new developments or material changes to the environmental accruals or expected capital expenditures related to compliance with the environmental matters from those provided in the 2016 Form 10-K. The Company believes the petroleum and nitrogen fertilizer businesses are in material compliance with existing EHS rules and regulations. There can be no assurance that the EHS matters described or referenced herein or other EHS matters which may develop in the future will not have a material adverse effect on the Company's business, financial condition or results of operations. At March 31, 2017 , the Company's Condensed Consolidated Balance Sheet included total environmental accruals of $4.5 million , as compared to $4.8 million at December 31, 2016 . Management periodically reviews and, as appropriate, revises its environmental accruals. Based on current information and regulatory requirements, management believes that the accruals established for environmental expenditures are adequate. Environmental expenditures are capitalized when such expenditures are expected to result in future economic benefits. For the three months ended March 31, 2017 and 2016 , capital expenditures were approximately $4.7 million and $3.6 million , respectively. These expenditures were incurred for environmental compliance and efficiency of the operations. The cost of RINs for the three months ended March 31, 2017 and 2016 was $6.4 million of negative expense and $43.1 million expense, respectively. The net RINs expense includes the impact of recognizing the petroleum business' uncommitted biofuel blending obligation at fair value based on market prices at each reporting date. As of March 31, 2017 and December 31, 2016 , the petroleum business' biofuel blending obligation was approximately $180.3 million and $186.3 million , respectively, which was recorded in other current liabilities on the Condensed Consolidated Balance Sheets. Affiliate Pension Obligations Mr. Carl C. Icahn, through certain affiliates, owns approximately 82% of the Company's capital stock. Applicable pension and tax laws make each member of a "controlled group" of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation ("PBGC") against the assets of each member of the controlled group. As a result of the more than 80% ownership interest in CVR Energy by Mr. Icahn's affiliates, the Company is subject to the pension liabilities of all entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80% . Two such entities, ACF Industries LLC ("ACF") and Federal-Mogul, are the sponsors of several pension plans. All the minimum funding requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006, for these plans have been met as of March 31, 2017 and December 31, 2016 . If the ACF and Federal-Mogul plans were voluntarily terminated, they would be collectively underfunded by approximately $573.6 million and $613.4 million as of March 31, 2017 and December 31, 2016 , respectively. These results are based on the most recent information provided by Mr. Icahn's affiliates based on information from the plans' actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, CVR Energy would be liable for any failure of ACF and Federal-Mogul to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of their respective pension plans. In addition, other entities now or in the future within the controlled group that includes CVR Energy may have pension plan obligations that are, or may become, underfunded, and the Company would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of such plans. The current underfunded status of the ACF and Federal-Mogul pension plans requires such entities to notify the PBGC of certain "reportable events," such as if CVR Energy were to cease to be a member of the controlled group, or if CVR Energy makes certain extraordinary dividends or stock redemptions. The obligation to report could cause the Company to seek to delay or reconsider the occurrence of such reportable events. Based on the contingent nature of potential exposure related to these affiliate pension obligations, no liability has been recorded in the condensed consolidated financial statements. Joint Venture Agreement On September 19, 2016, Coffeyville Resources Pipeline, LLC ("CRPLLC"), an indirect wholly-owned subsidiary of the Refining Partnership, entered into an agreement with Velocity Central Oklahoma Pipeline LLC ("Velocity") related to their joint ownership of Velocity Pipeline Partners, LLC ("VPP"), which will construct, own and operate a crude oil pipeline. CRPLLC holds a 40% interest in VPP. Velocity holds a 60% interest in VPP and serves as the day-to-day operator of VPP. As of March 31, 2017 , CRPLLC has contributed $7.0 million to VPP, which is recorded in other long-term assets on the Condensed Consolidated Balance Sheet, of which $1.4 million was contributed during the first quarter of 2017. This amount represents the entire contribution by CRPLLC to VPP during the pipeline construction. The pipeline commenced operations in mid-April 2017 following completion of construction. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (12) Fair Value Measurements In accordance with FASB ASC Topic 820 — Fair Value Measurements and Disclosures ("ASC 820"), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business. ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: • Level 1 — Quoted prices in active markets for identical assets and liabilities • Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) • Level 3 — Significant unobservable inputs (including the Company's own assumptions in determining the fair value) The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, as of March 31, 2017 and December 31, 2016 : March 31, 2017 Location and Description Level 1 Level 2 Level 3 Total (in millions) Cash equivalents $ 15.8 $ — $ — $ 15.8 Other current assets (investments) 0.1 — — 0.1 Total Assets $ 15.9 $ — $ — $ 15.9 Other current liabilities (other derivative agreements) — (0.1 ) — (0.1 ) Other current liabilities (biofuel blending obligation) — (180.3 ) — (180.3 ) Total Liabilities $ — $ (180.4 ) $ — $ (180.4 ) December 31, 2016 Location and Description Level 1 Level 2 Level 3 Total (in millions) Cash equivalents 15.8 $ — $ — 15.8 Other current assets (investments) 0.1 — — 0.1 Total Assets $ 15.9 $ — $ — $ 15.9 Other current liabilities (other derivative agreements) — (11.1 ) — (11.1 ) Other long-term liabilities (biofuel blending obligation & benzene obligation) — (187.0 ) — (187.0 ) Total Liabilities $ — $ (198.1 ) $ — $ (198.1 ) As of March 31, 2017 and December 31, 2016 , the only financial assets and liabilities that are measured at fair value on a recurring basis are the Company's cash equivalents, investments, derivative instruments and the uncommitted biofuel blending obligation and benzene obligation. Additionally, the fair value of the Company's debt issuances is disclosed in Note 9 ("Long-Term Debt") . In March 2016, CVR Energy purchased 400,000 CVR Nitrogen common units in the public market. As of March 31, 2016, the fair value of the common units was based on quoted prices for the identical securities (Level 1 inputs). As a result of the East Dubuque Merger, the carrying amount of the investment in the CVR Nitrogen common units was reclassified as an investment in consolidated subsidiary and is eliminated in consolidation. Subsequent to the East Dubuque Merger, the Nitrogen Fertilizer Partnership purchased the 400,000 CVR Nitrogen common units from CVR Energy during the second quarter of 2016. The Refining Partnership's commodity derivative contracts and the uncommitted biofuel blending obligation and benzene obligation, which use fair value measurements and are valued using broker quoted market prices of similar instruments, are considered Level 2 inputs. The Company had no transfers of assets and liabilities between any of the above levels during the three months ended March 31, 2017 . |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | (13) Derivative Financial Instruments Gain (loss) on derivatives, net and current period settlements on derivative contracts were as follows: Three Months Ended 2017 2016 (in millions) Current period settlements on derivative contracts $ 1.2 $ 21.4 Gain (loss) on derivatives, net 12.2 (1.2 ) The Refining Partnership and Nitrogen Fertilizer Partnership are subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, the Refining Partnership from time to time enters into various commodity derivative transactions. The Refining Partnership has adopted accounting standards which impose extensive record-keeping requirements in order to designate a derivative financial instrument as a hedge. The Refining Partnership holds derivative instruments, such as exchange-traded crude oil futures and certain over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedges for GAAP purposes. Gains or losses related to the change in fair value and periodic settlements of these derivative instruments are classified as loss on derivatives, net in the Condensed Consolidated Statements of Operations. There are no premiums paid or received at inception of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts. The Refining Partnership maintains a margin account to facilitate other commodity derivative activities. A portion of this account may include funds available for withdrawal. These funds are included in cash and cash equivalents within the Condensed Consolidated Balance Sheets. The maintenance margin balance is included within other current assets within the Condensed Consolidated Balance Sheets. Dependent upon the position of the open commodity derivatives, the amounts are accounted for as other current assets or other current liabilities within the Condensed Consolidated Balance Sheets. From time to time, the Refining Partnership may be required to deposit additional funds into this margin account. The fair value of the open commodity positions as of March 31, 2017 was a net loss of $0.1 million included in other current liabilities. For the three months ended March 31, 2017 and 2016 , the Refining Partnership recognized a net loss of $0.1 million and a net loss of $0.3 million , respectively. These recognized gains and losses are recorded in gain (loss) on derivatives, net in the Condensed Consolidated Statements of Operations. Commodity Swaps The Refining Partnership enters into commodity swap contracts in order to fix the margin on a portion of future production. Additionally, the Refining Partnership may enter into price and basis swaps in order to fix the price on a portion of its commodity purchases and product sales. The physical volumes are not exchanged and these contracts are net settled with cash. The contract fair value of the commodity swaps is reflected on the Condensed Consolidated Balance Sheets with changes in fair value currently recognized in the Condensed Consolidated Statements of Operations. Quoted prices for similar assets or liabilities in active markets (Level 2) are considered to determine the fair values for the purpose of marking to market the hedging instruments at each period end. At December 31, 2016 , the Refining Partnership had open commodity swap instruments consisting of 4.0 million barrels of crack spreads primarily to fix the margin on a portion of its future gasoline and distillate production. At March 31, 2017 , the Refining Partnership had no open commodity swap instruments. For the three months ended March 31, 2017 and 2016 , the Refining Partnership recognized a net gain of $12.3 million and a net loss of $0.9 million , respectively. These recognized gains and losses are recorded in gain (loss) on derivatives, net in the Condensed Consolidated Statements of Operations. Counterparty Credit Risk The Refining Partnership's exchange-traded crude oil futures and certain over-the-counter forward swap agreements are potentially exposed to concentrations of credit risk as a result of economic conditions and periods of uncertainty and illiquidity in the credit and capital markets. The Refining Partnership manages credit risk on its exchange-traded crude oil futures by completing trades with an exchange clearinghouse, which subjects the trades to mandatory margin requirements until the contract settles. The Refining Partnership also monitors the creditworthiness of its commodity swap counterparties and assesses the risk of nonperformance on a quarterly basis. Counterparty credit risk identified as a result of this assessment is recognized as a valuation adjustment to the fair value of the commodity swaps recorded in the Condensed Consolidated Balance Sheets. As of March 31, 2017 , the Refining Partnership had no open commodity swaps. Additionally, the Refining Partnership does not require any collateral to support commodity swaps into which it enters; however, it does have master netting arrangements that allow for the setoff of amounts receivable from and payable to the same party, which mitigates the risk associated with nonperformance. Offsetting Assets and Liabilities The commodity swaps and other commodity derivatives agreements discussed above include multiple derivative positions with a number of counterparties for which the Refining Partnership has entered into agreements governing the nature of the derivative transactions. Each of the counterparty agreements provides for the right to setoff each individual derivative position to arrive at the net receivable due from the counterparty or payable owed by the Refining Partnership. As a result of the right to setoff, the Refining Partnership's recognized assets and liabilities associated with the outstanding derivative positions have been presented net in the Condensed Consolidated Balance Sheets. In accordance with guidance issued by the FASB related to "Disclosures about Offsetting Assets and Liabilities," the tables below outline the gross amounts of the recognized assets and liabilities and the gross amounts offset in the Condensed Consolidated Balance Sheets for the various types of open derivative positions at the Refining Partnership. The offsetting assets and liabilities for the Refining Partnership's derivatives as of March 31, 2017 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of March 31, 2017 Description Gross Current Liabilities Gross Amounts Offset Net Current Liabilities Presented Cash Collateral Not Offset Net Amount (in millions) Futures Contracts $ 0.1 $ — $ 0.1 $ — $ 0.1 Total $ 0.1 $ — $ 0.1 $ — $ 0.1 The offsetting assets and liabilities for the Refining Partnership's derivatives as of December 31, 2016 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of December 31, 2016 Description Gross Current Liabilities Gross Amounts Offset Net Current Liabilities Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 11.1 $ — $ 11.1 $ — $ 11.1 Total $ 11.1 $ — $ 11.1 $ — $ 11.1 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (14) Related Party Transactions Icahn Enterprises In May 2012, IEP announced that it had acquired control of CVR pursuant to a tender offer to purchase all of the issued and outstanding shares of the Company's common stock. As of March 31, 2017 , IEP and its affiliates owned approximately 82% of the Company's outstanding common shares. See Note 1 ("Organization and Basis of Presentation") for additional discussion. On March 6, 2017, we paid a cash dividend to the Company's stockholders of record at the close of business on February 27, 2017 for the fourth quarter of 2016 in the amount of $0.50 per share, or $43.4 million in the aggregate. IEP received $35.6 million in respect of its common shares. Tax Allocation Agreement CVR is a member of the consolidated federal tax group of AEPC, a wholly-owned subsidiary of IEP, and has entered into a Tax Allocation Agreement. Refer to Note 8 ("Income Taxes") for a discussion of related party transactions under the Tax Allocation Agreement. Insight Portfolio Group Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed by Mr. Carl C. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. CVR Energy was a member of the buying group in 2012. In January 2013, CVR Energy acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses in 2013. The Company paid Insight Portfolio Group approximately $0.1 million and $0.1 million , respectively, during the three months ended March 31, 2017 and 2016 . The Company may purchase a variety of goods and services as a member of the buying group at prices and terms that management believes would be more favorable than those which would be achieved on a stand-alone basis. CRLLC Facility with the Nitrogen Fertilizer Partnership On April 1, 2016, in connection with the closing of the East Dubuque Merger, the Nitrogen Fertilizer Partnership entered into a $300.0 million senior term loan credit facility (the "CRLLC Facility") with CRLLC as the lender, the proceeds of which were used by the Nitrogen Fertilizer Partnership (i) to fund the repayment of amounts outstanding under the Wells Fargo Credit Agreement discussed in Note 3 ("Acquisition") (ii) to pay the cash consideration and to pay fees and expenses in connection with the East Dubuque Merger and related transactions and (iii) to repay all of the loans outstanding under the Nitrogen Fertilizer Partnership credit facility. The CRLLC Facility had a term of two years and an interest rate of 12.0% per annum. Interest was calculated on the basis of the actual number of days elapsed over a 360 -day year and payable quarterly. In April 2016, the Nitrogen Fertilizer Partnership borrowed $300.0 million under the CRLLC Facility. On June 10, 2016, the Nitrogen Fertilizer Partnership paid off the $300.0 million outstanding under the CRLLC Facility, paid $7.0 million in interest and the CRLLC Facility was terminated. Railcar Lease Agreements and Maintenance In the second quarter of 2016, the Nitrogen Fertilizer Partnership entered into agreements to lease a total of 115 UAN railcars from American Railcar Leasing, LLC ("ARL"), a company controlled by IEP. The lease agreements have a term of seven years . The Nitrogen Fertilizer Partnership received 115 railcars during the second half of 2016. For the three months ended March 31, 2017 , rent expense of approximately $0.2 million was recorded in cost of materials and other in the Condensed Consolidated Statement of Operations related to these agreements. ARI Leasing, LLC, a company controlled by IEP, assumed the lease from ARL beginning March 30, 2017. American Railcar Industries, Inc., a company controlled by IEP, performed railcar maintenance for the Nitrogen Fertilizer Partnership and the expenses associated with this maintenance were approximately $0.2 million for the three months ended March 31, 2017 and were included in cost of materials and other in the Condensed Consolidated Statement of Operations. XO Communications Services, LLC XO Communications Services, LLC (“XO”) is a privately-owned company that is an affiliate of IEP. During the three -month period ending March 31, 2017 , the Company paid approximately $0.2 million to XO for various communication services. As of March 31, 2017 , there was no outstanding balance due to or from XO. Joint Venture Agreement On September 19, 2016, CRPLLC entered into an agreement with Velocity related to their joint ownership of VPP. See Note 11 ("Commitments and Contingencies") for additional discussion of the joint venture. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | (15) Business Segments The Company measures segment profit as operating income for petroleum and nitrogen fertilizer, CVR's two reporting segments, based on the definitions provided in FASB ASC Topic 280 – Segment Reporting . All operations of the segments are located within the United States. Petroleum Principal products of the petroleum segment are refined fuels, propane, and petroleum refining by-products, including pet coke. The petroleum segment's Coffeyville refinery sells pet coke to a subsidiary of the Nitrogen Fertilizer Partnership for use in the manufacture of nitrogen fertilizer at the adjacent nitrogen fertilizer plant. For the petroleum segment, a per-ton transfer price is used to record intercompany sales on the part of the petroleum segment and corresponding intercompany cost of materials and other for the nitrogen fertilizer segment. The per ton transfer price paid, pursuant to the pet coke supply agreement that became effective October 24, 2007, is based on the lesser of a pet coke price derived from the price received by the nitrogen fertilizer segment for UAN (subject to a UAN based price ceiling and floor) or a pet coke price index for pet coke. The intercompany transactions are eliminated in the other segment. Intercompany net sales included in petroleum net sales were approximately $0.4 million and $0.4 million for the three months ended March 31, 2017 and 2016 , respectively. The petroleum segment recorded intercompany cost of materials and other for the hydrogen purchases, pursuant to the feedstock and shared services agreement, described below under "Nitrogen Fertilizer" of approximately $0.1 million and $1.1 million for the three months ended March 31, 2017 and 2016 , respectively. Nitrogen Fertilizer The principal product of the nitrogen fertilizer segment is nitrogen fertilizer. Intercompany cost of materials and other for the pet coke transfer described above was approximately $0.5 million and $0.7 million for the three months ended March 31, 2017 and 2016 , respectively. Prior to January 1, 2017, pursuant to the feedstock agreement, the Company's segments had the right to transfer hydrogen between the Coffeyville refinery and the Coffeyville Fertilizer Facility. Sales of hydrogen to the petroleum segment have been reflected as net sales for the nitrogen fertilizer segment. Receipts of hydrogen from the petroleum segment have been reflected in cost of materials and other for the nitrogen fertilizer segment. For the three months ended March 31, 2016 , the net sales from CRNF to CRRM were $1.1 million . Beginning January 1, 2017, hydrogen sales from CRRM to CRNF are governed pursuant to the hydrogen purchase and sales agreement. Sales of hydrogen from CRNF to CRRM remain governed pursuant to the feedstock and shared services agreement. For the three months ended March 31, 2017 , the gross sales from CRRM to CRNF generated from intercompany hydrogen sales were $1.2 million . As these intercompany sales and cost of materials and other are eliminated, there is no financial statement impact on the condensed consolidated financial statements. Other Segment The other segment reflects intercompany eliminations, corporate cash and cash equivalents, income tax activities and other corporate activities that are not allocated to the operating segments. The following table summarizes certain operating results and capital expenditures information by segment: Three Months Ended 2017 2016 (in millions) Net sales Petroleum $ 1,423.5 $ 834.0 Nitrogen Fertilizer 85.3 73.1 Intersegment elimination (1.7 ) (1.6 ) Total $ 1,507.1 $ 905.5 Cost of materials and other Petroleum $ 1,201.3 $ 722.3 Nitrogen Fertilizer 21.8 16.3 Intersegment elimination (1.9 ) (1.8 ) Total $ 1,221.2 $ 736.8 Direct operating expenses (exclusive of depreciation and amortization) Petroleum $ 102.1 $ 117.7 Nitrogen Fertilizer 35.9 23.7 Other 0.1 — Total $ 138.1 $ 141.4 Depreciation and amortization Petroleum $ 34.1 $ 31.5 Nitrogen Fertilizer 15.4 7.0 Other 1.6 1.5 Total $ 51.1 $ 40.0 Operating income (loss) Petroleum $ 66.0 $ (56.0 ) Nitrogen Fertilizer 5.3 19.7 Other (3.7 ) (3.6 ) Total $ 67.6 $ (39.9 ) Capital expenditures Petroleum $ 19.6 $ 44.0 Nitrogen Fertilizer 4.1 1.7 Other 0.5 1.8 Total $ 24.2 $ 47.5 As of March 31, 2017 As of December 31, 2016 (in millions) Total assets Petroleum $ 2,371.8 $ 2,331.9 Nitrogen Fertilizer 1,328.4 1,312.2 Other 353.0 406.1 Total $ 4,053.2 $ 4,050.2 Goodwill Petroleum $ — $ — Nitrogen Fertilizer 41.0 41.0 Other — — Total $ 41.0 $ 41.0 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | (16) Subsequent Events Dividend On April 26, 2017 , the board of directors of the Company declared a cash dividend for the first quarter of 2017 to the Company's stockholders of $0.50 per share, or $43.4 million in the aggregate. The dividend will be paid on May 15, 2017 to stockholders of record at the close of business on May 8, 2017 . IEP will receive $35.6 million in respect of its 82% ownership interest in the Company's shares. Nitrogen Fertilizer Partnership Distribution On April 26, 2017 , the board of directors of the Nitrogen Fertilizer Partnership's general partner declared a cash dividend for the first quarter of 2017 to the Nitrogen Fertilizer Partnership's unitholders of $0.02 per share, or $2.3 million in the aggregate. The dividend will be paid on May 15, 2017 to unitholders of record at the close of business on May 8, 2017 . The Company will receive $0.8 million in respect of its Nitrogen Fertilizer Partnership common units. |
Organization and Basis of Pre26
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements include the accounts of CVR and its direct and indirect subsidiaries including the Nitrogen Fertilizer Partnership, the Refining Partnership and their respective subsidiaries, as discussed further below. The ownership interests of noncontrolling investors in CVR's subsidiaries are recorded as a noncontrolling interest included as a separate component of equity for all periods presented. All intercompany account balances and transactions have been eliminated in consolidation. Certain information and footnotes required for complete financial statements under GAAP have been condensed or omitted pursuant to SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with the December 31, 2016 audited consolidated financial statements and notes thereto included in CVR's Annual Report on Form 10-K for the year ended December 31, 2016 , which was filed with the SEC on February 21, 2017 (the " 2016 Form 10-K"). According to the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidations, the primary beneficiary of a variable interest entity's ("VIE") activities is required to consolidate the VIE; the primary beneficiary is identified as the enterprise that has a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE; limited partnerships and other similar entities are considered a VIE unless the limited partners hold substantive kick-out rights or participating rights; and an ongoing analysis is required to determine whether the variable interest gives rise to a controlling financial interest in the VIE, among other things. Management has determined that the Refining Partnership and the Nitrogen Fertilizer Partnership are VIEs because the limited partners of CVR Refining and CVR Partners lack both substantive kick-out rights and participating rights. Based upon the general partner’s roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, intercompany credit facilities, and services agreements, CVR determined that it is the primary beneficiary of both the Refining Partnership and the Nitrogen Fertilizer Partnership. Based upon that determination, CVR consolidates both the Refining and Nitrogen Fertilizer Partnerships in its consolidated financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Company as of March 31, 2017 and December 31, 2016 , the results of operations and comprehensive income for the three month periods ended March 31, 2017 and 2016 , changes in equity for the three month period ended March 31, 2017 and cash flows of the Company for the three month periods ended March 31, 2017 and 2016 . The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2017 or any other interim or annual period. |
Recent Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, creating a new topic, FASB ASC Topic 606, "Revenue from Contracts with Customers", which supersedes revenue recognition requirements in FASB ASC Topic 605, " Revenue Recognition ." This ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company has developed an implementation plan to adopt the new standard. As part of this plan, the Company is currently assessing the impact of the new guidance on its business processes, business and accounting systems, consolidated financial statements and related disclosures, which involves review of existing revenue streams, evaluation of accounting policies and identification of the types of arrangements where differences may arise in the conversion to the new standard. The Company expects to complete the assessment phase of its implementation plan within the next several months after which the Company will initiate the design and implementation phases of the plan, including implementing any changes to existing business processes and systems to accommodate the new standard, during 2017. The Company will adopt this standard as of January 1, 2018 using the modified retrospective application method. To date, the Company has not identified any material differences in its existing revenue recognition methods that would require modification under the new standard. In February 2016, the FASB issued ASU No. 2016-02, “ Leases ” (“ASU 2016-02”). The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using a modified retrospective application method. The Company is formulating an assessment and implementation plan to adopt the new standard. The Company expects its assessment and implementation plan to be ongoing during 2017 and 2018 and is currently unable to reasonably estimate the impact of adopting the new leases standard on its consolidated financial statements and footnotes disclosures. In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment " (“ASU 2017-04”). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted ASU 2017-04 on January 1, 2017. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Incentive Unit Award | |
Share-Based Compensation | |
Schedule of share-based compensation activity | A summary of incentive unit activity and changes during the three months ended March 31, 2017 is presented below: Incentive Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2017 987,797 $ 12.63 Granted 4,106 10.96 Vested (15,601 ) 16.76 Forfeited (14,546 ) 14.98 Non-vested at March 31, 2017 961,756 $ 12.52 |
CVR Partners Long Term Incentive Plan | |
Share-Based Compensation | |
Schedule of share-based compensation activity | A summary of the phantom unit activity and changes under the CVR Partners LTIP during the three months ended March 31, 2017 is presented below: Phantom Units Weighted-Average Grant-Date Non-vested at January 1, 2017 771,786 $ 6.47 Granted — — Vested (7,333 ) 8.03 Forfeited (2,316 ) 7.77 Non-vested at March 31, 2017 762,137 $ 6.45 |
CVR Refining Long Term Incentive Plan | |
Share-Based Compensation | |
Schedule of share-based compensation activity | A summary of phantom unit activity and changes under the CVR Refining LTIP during the three months ended March 31, 2017 is presented below: Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2017 904,855 $ 12.38 Granted 15,728 9.41 Vested — — Forfeited (40,037 ) 17.50 Non-vested at March 31, 2017 880,546 $ 12.09 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: March 31, 2017 December 31, 2016 (in millions) Finished goods $ 146.3 $ 151.7 Raw materials and precious metals 94.1 98.4 In-process inventories 38.9 23.9 Parts and supplies 74.6 75.2 Total Inventories $ 353.9 $ 349.2 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of property, plant and equipment | Property, plant and equipment consisted of the following: March 31, 2017 December 31, 2016 (in millions) Land and improvements $ 46.5 $ 46.5 Buildings 80.9 64.8 Machinery and equipment 3,652.5 3,656.5 Automotive equipment 24.7 24.7 Furniture and fixtures 29.8 28.9 Leasehold improvements 4.7 3.6 Aircraft 3.6 3.6 Railcars 16.8 16.8 Construction in progress 62.7 54.2 3,922.2 3,899.6 Accumulated depreciation 1,280.0 1,227.5 Total property, plant and equipment, net $ 2,642.2 $ 2,672.1 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following: March 31, 2017 December 31, 2016 (in millions) 6.5% Senior Notes due 2022 $ 500.0 $ 500.0 9.25% Senior Secured Notes due 2023 645.0 645.0 6.5% Senior Notes due 2021 2.3 2.2 Capital lease obligations 46.4 46.9 Total debt 1,193.7 1,194.1 Unamortized debt issuance cost (13.7 ) (14.2 ) Unamortized debt discount (14.8 ) (15.3 ) Current portion of long-term debt and capital lease obligations (1.9 ) (1.8 ) Long-term debt, net of current portion $ 1,163.3 $ 1,162.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Components of the basic and diluted earnings (loss) per share calculation | The components of the basic and diluted earnings (loss) per share calculation are as follows: Three Months Ended 2017 2016 (in millions, except per share data) Net income (loss) attributable to CVR Energy stockholders $ 22.2 $ (16.2 ) Weighted-average shares of common stock outstanding - Basic and diluted 86.8 86.8 Basic and diluted earnings (loss) per share $ 0.26 $ (0.19 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum required payments for CVR's lease agreements and unconditional purchase obligations | The minimum required payments for CVR’s lease agreements and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (1) (in millions) Nine Months Ending December 31, 2017 $ 5.1 $ 112.1 Year Ending December 31, 2018 5.9 132.8 2019 5.4 128.1 2020 4.9 110.6 2021 4.6 99.7 Thereafter 6.8 648.9 $ 32.7 $ 1,232.2 (1) This amount includes approximately $720.7 million payable ratably over fourteen years pursuant to petroleum transportation service agreements between Coffeyville Resources Refining & Marketing, LLC ("CRRM") and each of TransCanada Keystone Pipeline Limited Partnership and TransCanada Keystone Pipeline, LP (together, "TransCanada"). The purchase obligation reflects the exchange rate between the Canadian dollar and the U.S. dollar as of March 31, 2017 , where applicable. Under the agreements, CRRM receives transportation of at least 25,000 barrels per day of crude oil with a delivery point at Cushing, Oklahoma for a term of twenty years on TransCanada's Keystone pipeline system. CRRM began receiving crude oil under the agreements in the first quarter of 2011. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, as of March 31, 2017 and December 31, 2016 : March 31, 2017 Location and Description Level 1 Level 2 Level 3 Total (in millions) Cash equivalents $ 15.8 $ — $ — $ 15.8 Other current assets (investments) 0.1 — — 0.1 Total Assets $ 15.9 $ — $ — $ 15.9 Other current liabilities (other derivative agreements) — (0.1 ) — (0.1 ) Other current liabilities (biofuel blending obligation) — (180.3 ) — (180.3 ) Total Liabilities $ — $ (180.4 ) $ — $ (180.4 ) December 31, 2016 Location and Description Level 1 Level 2 Level 3 Total (in millions) Cash equivalents 15.8 $ — $ — 15.8 Other current assets (investments) 0.1 — — 0.1 Total Assets $ 15.9 $ — $ — $ 15.9 Other current liabilities (other derivative agreements) — (11.1 ) — (11.1 ) Other long-term liabilities (biofuel blending obligation & benzene obligation) — (187.0 ) — (187.0 ) Total Liabilities $ — $ (198.1 ) $ — $ (198.1 ) |
Derivative Financial Instrume34
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Gain (loss) on derivatives, net and current period settlements | Gain (loss) on derivatives, net and current period settlements on derivative contracts were as follows: Three Months Ended 2017 2016 (in millions) Current period settlements on derivative contracts $ 1.2 $ 21.4 Gain (loss) on derivatives, net 12.2 (1.2 ) |
Derivative offsetting liabilities | The offsetting assets and liabilities for the Refining Partnership's derivatives as of March 31, 2017 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of March 31, 2017 Description Gross Current Liabilities Gross Amounts Offset Net Current Liabilities Presented Cash Collateral Not Offset Net Amount (in millions) Futures Contracts $ 0.1 $ — $ 0.1 $ — $ 0.1 Total $ 0.1 $ — $ 0.1 $ — $ 0.1 The offsetting assets and liabilities for the Refining Partnership's derivatives as of December 31, 2016 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of December 31, 2016 Description Gross Current Liabilities Gross Amounts Offset Net Current Liabilities Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 11.1 $ — $ 11.1 $ — $ 11.1 Total $ 11.1 $ — $ 11.1 $ — $ 11.1 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Operating results and capital expenditures information by segment | The following table summarizes certain operating results and capital expenditures information by segment: Three Months Ended 2017 2016 (in millions) Net sales Petroleum $ 1,423.5 $ 834.0 Nitrogen Fertilizer 85.3 73.1 Intersegment elimination (1.7 ) (1.6 ) Total $ 1,507.1 $ 905.5 Cost of materials and other Petroleum $ 1,201.3 $ 722.3 Nitrogen Fertilizer 21.8 16.3 Intersegment elimination (1.9 ) (1.8 ) Total $ 1,221.2 $ 736.8 Direct operating expenses (exclusive of depreciation and amortization) Petroleum $ 102.1 $ 117.7 Nitrogen Fertilizer 35.9 23.7 Other 0.1 — Total $ 138.1 $ 141.4 Depreciation and amortization Petroleum $ 34.1 $ 31.5 Nitrogen Fertilizer 15.4 7.0 Other 1.6 1.5 Total $ 51.1 $ 40.0 Operating income (loss) Petroleum $ 66.0 $ (56.0 ) Nitrogen Fertilizer 5.3 19.7 Other (3.7 ) (3.6 ) Total $ 67.6 $ (39.9 ) Capital expenditures Petroleum $ 19.6 $ 44.0 Nitrogen Fertilizer 4.1 1.7 Other 0.5 1.8 Total $ 24.2 $ 47.5 As of March 31, 2017 As of December 31, 2016 (in millions) Total assets Petroleum $ 2,371.8 $ 2,331.9 Nitrogen Fertilizer 1,328.4 1,312.2 Other 353.0 406.1 Total $ 4,053.2 $ 4,050.2 Goodwill Petroleum $ — $ — Nitrogen Fertilizer 41.0 41.0 Other — — Total $ 41.0 $ 41.0 |
Organization and Basis of Pre36
Organization and Basis of Presentation (Details) - segment | 3 Months Ended | 12 Months Ended | 34 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Number of reportable segments | 2 | ||
IEP Energy LLC | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Ownership percentage held by controlling stockholder | 82.00% | ||
CVR Partners, LP | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Percentage of limited partner interest held by the public | 66.00% | 47.00% | |
CVR Partners, LP | Coffeyville Resources LLC | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Percentage of limited partner interest held by the public | 53.00% | ||
CVR GP, LLC | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Percentage of common units owned by limited partner | 100.00% | ||
CVR Refining, LP | Second Underwritten Offering | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Percentage of limited partner interest held by the public | 34.00% | ||
CVR Refining, LP | IEP Energy LLC | Second Underwritten Offering | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Percentage of limited partner interest held by the public | 3.90% | ||
CVR Refining, LP | CVR Refining Holdings LLC | Second Underwritten Offering | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Percentage of common units owned by CRLLC or CVR Refining Holdings | 66.00% | ||
CVR Refining GP, LLC | CVR Refining Holdings LLC | Second Underwritten Offering | |||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||
Percentage of common units owned by limited partner | 100.00% |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||
Net sales | $ 1,507.1 | $ 905.5 | |
Operating loss | (67.6) | $ 39.9 | |
East Dubuque Merger | |||
Business Acquisition [Line Items] | |||
Net sales | 26.8 | ||
Operating loss | $ 0.6 | ||
CVR Nitrogen | East Dubuque Merger | |||
Business Acquisition [Line Items] | |||
Unit consideration per CVR Nitrogen common unit (in units) | 1.04 | ||
Cash consideration received per outstanding common unit (in dollars per share) | $ 2.57 | ||
CVR Partners, LP | East Dubuque Merger | |||
Business Acquisition [Line Items] | |||
Number of shares issued (in shares) | 40,200,000 | ||
Cash payment to CVR Nitrogen common unitholders and certain phantom unit holders | $ 99.2 | ||
Aggregate merger consideration | 802.4 | ||
Fair value of common units issued in a business combination | 335.7 | ||
Fair value of debt assumed | $ 367.5 |
Acquisition - Parent Affiliate
Acquisition - Parent Affiliate Units (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Mar. 31, 2016 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | ||
Units purchased (in units) | 400,000 | |
Common units sold (in units) | 400,000 | |
Sale of noncontrolling interest | $ 5 | |
CVR Nitrogen | ||
Business Acquisition [Line Items] | ||
Limited partner interest | 1.00% |
Acquisition - Merger Related In
Acquisition - Merger Related Indebtedness (Details) | Apr. 01, 2016USD ($) |
Senior Notes | Second Lien Notes due 2021 | |
Business Acquisition [Line Items] | |
Debt instrument face amount | $ 320,000,000 |
Stated interest rate | 6.50% |
Line of Credit | Wells Fargo Credit Agreement | Term Loan | |
Business Acquisition [Line Items] | |
Borrowing capacity | $ 50,000,000 |
Line of Credit | Wells Fargo Credit Agreement | Letter of Credit | |
Business Acquisition [Line Items] | |
Borrowing capacity | 10,000,000 |
CVR Partners, LP | Line of Credit | Wells Fargo Credit Agreement | East Dubuque Merger | |
Business Acquisition [Line Items] | |
Payment of revolving debt | $ 49,400,000 |
Acquisition - Expenses Associat
Acquisition - Expenses Associated with the East Dubuque Merger (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
CVR Partners, LP | East Dubuque Merger | Selling, General and Administrative Expenses (Exclusive of Depreciation and Amortization) | |
Business Acquisition [Line Items] | |
Merger related expenses | $ 1.2 |
Share-Based Compensation - Long
Share-Based Compensation - Long-Term Incentive Plan, CVR Energy (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-Based Compensation | |||
Personnel accruals | $ 45,700,000 | $ 26,200,000 | |
CVR Energy Long Term Incentive Plan | |||
Share-Based Compensation | |||
Common stock authorized for issuance (in shares) | 7,500,000 | ||
CVR Energy Long Term Incentive Plan | Stock Options | |||
Share-Based Compensation | |||
Common stock authorized for issuance (in shares) | 1,000,000 | ||
CVR Energy Long Term Incentive Plan | Performance Unit Awards | |||
Share-Based Compensation | |||
Awards granted (in shares) | 3,500 | ||
Cash amount granted per unit of performance factor achieved | $ 1,000 | ||
Compensation expense | $ 900,000 | $ 900,000 | |
CVR Energy Long Term Incentive Plan | Performance Unit Awards | Personnel Accruals | |||
Share-Based Compensation | |||
Personnel accruals | $ 3,500,000 | $ 900,000 |
Share-Based Compensation - Lo42
Share-Based Compensation - Long-Term Incentive Plan, CVR Partners (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-Based Compensation | |||
Personnel accruals | $ 26.2 | $ 45.7 | |
CVR Partners, LP | CVR Partners Long Term Incentive Plan | |||
Share-Based Compensation | |||
Common stock authorized for issuance (in shares) | 5,000,000 | ||
Common stock available for issuance (in shares) | 4,820,215 | ||
Number of share right to receive cash payment on vesting equal to fair market value is received per award (in shares) | 1 | ||
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Units | |||
Share-Based Compensation | |||
Vesting period | 3 years | ||
Unrecognized compensation expense | $ 2.5 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 6 months | ||
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Unit and Common Units | |||
Share-Based Compensation | |||
Compensation expense | $ 0.3 | $ 0.5 | |
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Unit and Common Units | Personnel Accruals | |||
Share-Based Compensation | |||
Personnel accruals | $ 1.3 | $ 1 | |
Tranche One | CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Units | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
Tranche Two | CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Units | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
Tranche Three | CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Units | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Phantom Unit Activity and Changes Under CVR Partners LTIP (Details) - CVR Partners, LP - CVR Partners Long Term Incentive Plan - Phantom Units | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Units | |
Non-vested at the beginning of the period (in shares) | shares | 771,786 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (7,333) |
Forfeited (in shares) | shares | (2,316) |
Non-vested at the end of the period (in shares) | shares | 762,137 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 6.47 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 8.03 |
Forfeited (in dollars per share) | $ / shares | 7.77 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 6.45 |
Share-Based Compensation - Lo44
Share-Based Compensation - Long-Term Incentive Plan, CVR Refining (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-Based Compensation | |||
Personnel accruals | $ 26.2 | $ 45.7 | |
CVR Refining, LP | CVR Refining Long Term Incentive Plan | |||
Share-Based Compensation | |||
Common stock authorized for issuance (in shares) | 11,070,000 | ||
Vesting period | 3 years | ||
Number of share right to receive cash payment on vesting equal to fair market value is received per award (in shares) | 1 | ||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Phantom Unit Plan | |||
Share-Based Compensation | |||
Unrecognized compensation expense | $ 6.1 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 6 months | ||
Compensation expense | $ 1 | $ 0.3 | |
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Phantom Unit Plan | Personnel Accruals | |||
Share-Based Compensation | |||
Personnel accruals | $ 2.4 | $ 1.5 | |
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Tranche One | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Tranche Two | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Tranche Three | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% |
Share-Based Compensation - Su45
Share-Based Compensation - Summary of Phantom Unit Activity and Changes Under CVR Refining LTIP (Details) - CVR Refining, LP - CVR Refining Long Term Incentive Plan - Phantom Unit Plan | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Units | |
Non-vested at the beginning of the period (in shares) | shares | 904,855 |
Granted (in shares) | shares | 15,728 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (40,037) |
Non-vested at the end of the period (in shares) | shares | 880,546 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 12.38 |
Granted (in dollars per share) | $ / shares | 9.41 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 17.50 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 12.09 |
Share-Based Compensation - Ince
Share-Based Compensation - Incentive Unit Awards (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-Based Compensation | |||
Personnel accruals | $ 26.2 | $ 45.7 | |
Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting period | 3 years | ||
Number of share right to receive cash payment on vesting equal to fair market value is received per award (in shares) | 1 | ||
Unrecognized compensation expense | $ 6.5 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 6 months | ||
Compensation expense | $ 1.2 | $ 0.3 | |
Incentive Unit Award | Personnel Accruals | |||
Share-Based Compensation | |||
Personnel accruals | $ 2.9 | $ 1.9 | |
Tranche One | Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
Tranche Two | Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
Tranche Three | Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% |
Share-Based Compensation - Su47
Share-Based Compensation - Summary of Incentive Unit Activity and Changes (Details) - Incentive Unit Award | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Units | |
Non-vested at the beginning of the period (in shares) | shares | 987,797 |
Granted (in shares) | shares | 4,106 |
Vested (in shares) | shares | (15,601) |
Forfeited (in shares) | shares | (14,546) |
Non-vested at the end of the period (in shares) | shares | 961,756 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 12.63 |
Granted (in dollars per share) | $ / shares | 10.96 |
Vested (in dollars per share) | $ / shares | 16.76 |
Forfeited (in dollars per share) | $ / shares | 14.98 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 12.52 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 146.3 | $ 151.7 |
Raw materials and precious metals | 94.1 | 98.4 |
In-process inventories | 38.9 | 23.9 |
Parts and supplies | 74.6 | 75.2 |
Total Inventories | $ 353.9 | $ 349.2 |
Property, Plant and Equipment49
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | $ 3,922.2 | $ 3,899.6 | |
Accumulated depreciation | 1,280 | 1,227.5 | |
Total property, plant and equipment, net | 2,642.2 | 2,672.1 | |
Capitalized interest | 0.3 | $ 1.5 | |
Original carrying value of assets under capital lease obligations | 24.8 | 24.8 | |
Land and improvements | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 46.5 | 46.5 | |
Buildings | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 80.9 | 64.8 | |
Machinery and equipment | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 3,652.5 | 3,656.5 | |
Automotive equipment | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 24.7 | 24.7 | |
Furniture and fixtures | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 29.8 | 28.9 | |
Leasehold improvements | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 4.7 | 3.6 | |
Aircraft | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 3.6 | 3.6 | |
Railcars | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 16.8 | 16.8 | |
Construction in progress | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | $ 62.7 | $ 54.2 |
Cost Classifications (Details)
Cost Classifications (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Costs and Expenses [Abstract] | ||
Depreciation and amortization not included in direct operating expenses | $ 48.6 | $ 37.9 |
Depreciation and amortization not included in selling, general and administrative expenses | $ 2.5 | $ 2.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Due to related party | $ 12,500,000 | $ 10,600,000 | |
Unrecognized tax benefits | 44,100,000 | ||
Unrecognized tax benefits which, if recognized, would impact the company's effective tax rate | 28,700,000 | ||
Unrecognized tax benefits netted with deferred tax asset carryforwards | 25,700,000 | ||
Accrued interest | $ 8,700,000 | ||
Effective tax rate | 27.90% | 41.40% | |
Federal and state combined statutory tax rate | 39.30% | 39.50% | |
AEPC | |||
Income Taxes [Line Items] | |||
Due to related party | $ 12,500,000 | ||
Income tax payments to AEPC | $ 0 | $ 0 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,193.7 | $ 1,194.1 |
Unamortized debt issuance cost | (13.7) | (14.2) |
Unamortized debt discount | (14.8) | (15.3) |
Current portion of long-term debt and capital lease obligations | (1.9) | (1.8) |
Long-term debt, net of current portion | 1,163.3 | 1,162.8 |
Senior Notes | 6.5% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 500 | 500 |
Stated interest rate | 6.50% | |
Senior Notes | 9.25% Senior Secured Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 645 | 645 |
Stated interest rate | 9.25% | |
Senior Notes | 6.5% Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2.3 | 2.2 |
Stated interest rate | 6.50% | |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Total debt | $ 46.4 | $ 46.9 |
Long-Term Debt - 2022 Senior No
Long-Term Debt - 2022 Senior Notes (Details) - Senior Notes - 6.5% Senior Notes due 2022 - USD ($) | Mar. 31, 2017 | Oct. 23, 2012 |
Debt Instrument [Line Items] | ||
Stated interest rate | 6.50% | |
CVR Refining LLC | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 500,000,000 | |
Stated interest rate | 6.50% | |
CVR Refining LLC | Level 2 | ||
Debt Instrument [Line Items] | ||
Estimated fair value | $ 503,800,000 |
Long-Term Debt - Amended and Re
Long-Term Debt - Amended and Restated Asset Based (ABL) Credit Facility (Details) - Amended and Restated ABL Credit Facility | Mar. 31, 2017USD ($) |
Credit parties | |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 400,000,000 |
Permitted increase in borrowings | 200,000,000 |
CVR Refining, LP | |
Debt Instrument [Line Items] | |
Aggregate availability | 343,300,000 |
Outstanding letters of credit | 28,400,000 |
Borrowings outstanding | $ 0 |
Long-Term Debt - Nitrogen Ferti
Long-Term Debt - Nitrogen Fertilizer Partnership Credit Facility (Details) - CVR Partners, LP - Line of Credit - CRNF Credit Facility | Apr. 01, 2016USD ($) |
Eurodollar | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.50% |
Eurodollar | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.50% |
Eurodollar | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 4.25% |
Base Rate | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Base Rate | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.25% |
Prime Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument face amount | $ 125,000,000 |
Payment of accrued interest | 300,000 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Borrowing capacity | 25,000,000 |
Uncommitted incremental facility | $ 50,000,000 |
Long-Term Debt - 2023 Senior No
Long-Term Debt - 2023 Senior Notes (Details) - Senior Notes - 9.25% Senior Secured Notes due 2023 | Jun. 10, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
Stated interest rate | 9.25% | ||
CVR Partners, LP | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 645,000,000 | ||
Stated interest rate | 9.25% | ||
Interest payable | $ 17,600,000 | $ 2,700,000 | |
Maximum fixed charge coverage ratio required to make restricted payments | 1.75 | 1.75 | |
Maximum aggregated restricted payments basket permitted | $ 75,000,000 | $ 75,000,000 | |
CVR Partners, LP | Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value of debt | $ 661,900,000 |
Long-Term Debt - 2021 Notes (De
Long-Term Debt - 2021 Notes (Details) - Senior Notes - 6.5% Senior Notes due 2021 - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||
Stated interest rate | 6.50% | |
CVR Partners, LP | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 320,000,000 | |
Stated interest rate | 6.50% | |
Outstanding debt | $ 2,200,000 | |
Interest payable | $ 0 |
Long-Term Debt - Capital Lease
Long-Term Debt - Capital Lease Obligations (Details) | 3 Months Ended |
Mar. 31, 2017lease | |
Debt Instrument [Line Items] | |
Number of leases | 2 |
Capital Lease related to Excel Pipeline LLC | |
Debt Instrument [Line Items] | |
Remaining term of leases | 151 months |
Capital Lease related to Magellan Pipeline Terminals, L.P. | |
Debt Instrument [Line Items] | |
Remaining term of leases | 150 months |
Long-Term Debt - ABL Credit Fac
Long-Term Debt - ABL Credit Facility (Details) - CVR Partners, LP - ABL Credit Facility - Line of Credit - Revolving Credit Facility - USD ($) | Sep. 30, 2016 | Mar. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Borrowing capacity | $ 50,000,000 | |
Permitted increase in borrowings | $ 25,000,000 | |
Aggregate availability | $ 50,000,000 | |
Borrowings outstanding | $ 0 | |
LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Variable rate step-down | 0.50% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to CVR Energy stockholders | $ 22.2 | $ (16.2) |
Weighted-average shares of common stock outstanding - Basic and diluted (in shares) | 86.8 | 86.8 |
Basic and diluted earnings (loss) per share (in dollars per share) | $ 0.26 | $ (0.19) |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Unconditional Purchase Obligations (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)bbl / d | Mar. 31, 2016USD ($) | |
Operating Leases | ||
Nine Months Ending December 31, 2017 | $ 5.1 | |
2,018 | 5.9 | |
2,019 | 5.4 | |
2,020 | 4.9 | |
2,021 | 4.6 | |
Thereafter | 6.8 | |
Operating leases | 32.7 | |
Unconditional Purchase Obligations | ||
Nine Months Ending December 31, 2017 | 112.1 | |
2,018 | 132.8 | |
2,019 | 128.1 | |
2,020 | 110.6 | |
2,021 | 99.7 | |
Thereafter | 648.9 | |
Unconditional purchase obligations | 1,232.2 | |
Unrecorded purchase agreements | ||
Lease expenses | 2.1 | $ 2.2 |
Expenses related to long-term commitments | 55.3 | $ 33.2 |
Petroleum transportation service agreement with TransCanada | CRRM | ||
Unrecorded purchase agreements | ||
Amount payable related to petroleum transportation service agreements | $ 720.7 | |
Term of agreement | 14 years | |
Minimum quantity of crude oil to be received per day (in barrels) | bbl / d | 25,000 | |
Period over which minimum quantity of crude oil is receivable | 20 years |
Commitments and Contingencies62
Commitments and Contingencies - Crude Oil Supply Agreement (Details) - New Vitol Agreement - CRRM | Aug. 31, 2012 |
Loss Contingencies [Line Items] | |
Renewal term of agreement | 1 year |
Notice of nonrenewal period prior to expiration | 180 days |
Commitments and Contingencies63
Commitments and Contingencies - Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Environmental expenditures capitalized | $ 4.7 | $ 3.6 | |
EHS | |||
Loss Contingencies [Line Items] | |||
Environmental accruals | 4.5 | $ 4.8 | |
EHS | CRRM | |||
Loss Contingencies [Line Items] | |||
Cost of renewable identification numbers expense | (6.4) | $ 43.1 | |
Biofuel blending obligation recorded in other current liabilities | $ 180.3 | $ 186.3 |
Commitments and Contingencies64
Commitments and Contingencies - Affiliate Pension Obligations (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)sponsor | Dec. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | ||
Minimum ownership interest in CVR Energy by Mr. Icahn's affiliates | 80.00% | |
Number of sponsors of pension plans | sponsor | 2 | |
Affiliate Pension Obligations | ||
Loss Contingencies [Line Items] | ||
Underfunded pension obligation, if ACF and Federal-Mogul plans were voluntarily terminated | $ | $ 573.6 | $ 613.4 |
Majority Shareholder | ||
Loss Contingencies [Line Items] | ||
Ownership percentage held by controlling stockholder | 82.00% |
Commitments and Contingencies65
Commitments and Contingencies - Joint Venture Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Investment in joint venture | $ 1.4 | $ 0 | |
Coffeyville Resources Pipeline, LLC | Velocity Pipeline Partners, LLC | |||
Related Party Transaction [Line Items] | |||
Joint venture interest | 40.00% | 40.00% | |
Investment in joint venture | $ 1.4 | $ 7 | |
Velocity Central Oklahoma Pipeline LLC | Velocity Pipeline Partners, LLC | |||
Related Party Transaction [Line Items] | |||
Joint venture interest held by others | 60.00% | 60.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair value measurements | ||
Cash equivalents | $ 15.8 | $ 15.8 |
Other current assets (investments) | 0.1 | 0.1 |
Total Assets | 15.9 | 15.9 |
Total Liabilities | (180.4) | (198.1) |
Other derivative agreements | ||
Fair value measurements | ||
Other current liabilities (other derivative agreements) | (0.1) | (11.1) |
Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | (180.3) | |
Biofuels blending obligation and benzene obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | (187) | |
Level 1 | ||
Fair value measurements | ||
Cash equivalents | 15.8 | 15.8 |
Other current assets (investments) | 0.1 | 0.1 |
Total Assets | 15.9 | 15.9 |
Total Liabilities | 0 | 0 |
Level 1 | Other derivative agreements | ||
Fair value measurements | ||
Other current liabilities (other derivative agreements) | 0 | 0 |
Level 1 | Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | 0 | |
Level 1 | Biofuels blending obligation and benzene obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | 0 | |
Level 2 | ||
Fair value measurements | ||
Cash equivalents | 0 | 0 |
Other current assets (investments) | 0 | 0 |
Total Assets | 0 | 0 |
Total Liabilities | (180.4) | (198.1) |
Level 2 | Other derivative agreements | ||
Fair value measurements | ||
Other current liabilities (other derivative agreements) | (0.1) | (11.1) |
Level 2 | Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | (180.3) | |
Level 2 | Biofuels blending obligation and benzene obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | (187) | |
Level 3 | ||
Fair value measurements | ||
Cash equivalents | 0 | 0 |
Other current assets (investments) | 0 | 0 |
Total Assets | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 3 | Other derivative agreements | ||
Fair value measurements | ||
Other current liabilities (other derivative agreements) | 0 | 0 |
Level 3 | Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | $ 0 | |
Level 3 | Biofuels blending obligation and benzene obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligation) | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - shares | 1 Months Ended | 3 Months Ended |
Mar. 31, 2016 | Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | ||
Common units purchased (in units) | 400,000 | |
Common units sold (in units) | 400,000 |
Derivative Financial Instrume68
Derivative Financial Instruments - Schedule of Gains (Losses) on Derivatives and Current Period Settlements (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Current period settlements on derivative contracts | $ 1.2 | $ 21.4 |
Gain (loss) on derivatives, net | $ 12.2 | $ (1.2) |
Derivative Financial Instrume69
Derivative Financial Instruments - Additional Information (Details) bbl in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)derivative | Mar. 31, 2016USD ($) | Dec. 31, 2016bbl | |
Derivative Financial Instruments | |||
Gain (loss) on derivatives, net | $ 12.2 | $ (1.2) | |
Commodity derivatives | CVR Refining, LP | |||
Derivative Financial Instruments | |||
Derivative liability | 0.1 | ||
Gain (loss) on derivatives, net | (0.1) | (0.3) | |
Crack spreads | CVR Refining, LP | Not designated as hedges | |||
Derivative Financial Instruments | |||
Number of barrels | bbl | 4 | ||
Commodity swaps | CVR Refining, LP | |||
Derivative Financial Instruments | |||
Gain (loss) on derivatives, net | $ 12.3 | $ (0.9) | |
Number of derivative instruments held | derivative | 0 |
Derivative Financial Instrume70
Derivative Financial Instruments - Schedule of Offsetting Liabilities (Details) - Current Liabilities - CVR Refining, LP - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Offsetting Liabilities [Line Items] | ||
Gross Current Liabilities | $ 0.1 | $ 11.1 |
Gross Amounts Offset | 0 | 0 |
Net Current Liabilities Presented | 0.1 | 11.1 |
Cash Collateral Not Offset | 0 | 0 |
Net Amount | 0.1 | 11.1 |
Futures Contracts | ||
Offsetting Liabilities [Line Items] | ||
Gross Current Liabilities | 0.1 | |
Gross Amounts Offset | 0 | |
Net Current Liabilities Presented | 0.1 | |
Cash Collateral Not Offset | 0 | |
Net Amount | $ 0.1 | |
Commodity swaps | ||
Offsetting Liabilities [Line Items] | ||
Gross Current Liabilities | 11.1 | |
Gross Amounts Offset | 0 | |
Net Current Liabilities Presented | 11.1 | |
Cash Collateral Not Offset | 0 | |
Net Amount | $ 11.1 |
Related Party Transactions - Ic
Related Party Transactions - Icahn Enterprises and XO Communications Services, LLC (Details) - USD ($) | Mar. 06, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Related Party Transaction [Line Items] | |||
Cash dividend paid (in dollars per share) | $ 0.50 | ||
Cash dividends paid | $ 43,400,000 | $ 43,400,000 | $ 43,400,000 |
IEP Energy LLC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage held by controlling stockholder | 82.00% | ||
Cash dividends paid | $ 35,600,000 | ||
XO Communications Services, LLC | |||
Related Party Transaction [Line Items] | |||
Related party payments | $ 200,000 | ||
Due (to) from related party | $ 0 |
Related Party Transactions - In
Related Party Transactions - Insight Portfolio Group (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Insight Portfolio Group LLC | ||
Related Party Transaction [Line Items] | ||
Related party payments | $ 0.1 | $ 0.1 |
Related Party Transactions - CR
Related Party Transactions - CRLLC Facility with the Nitrogen Fertilizer Partnership (Details) - CVR Partners, LP - Majority Shareholder - Senior Notes - CRLLC Facility - USD ($) | Jun. 10, 2016 | Apr. 01, 2016 | Apr. 30, 2016 |
Related Party Transaction [Line Items] | |||
Debt instrument face amount | $ 300,000,000 | ||
Loan term | 2 years | ||
Stated interest rate | 12.00% | ||
Interest calculation period | 360 days | ||
Proceeds from issuance of debt | $ 300,000,000 | ||
Repayments of debt | $ 300,000,000 | ||
Payment of accrued interest | $ 7,000,000 |
Related Party Transactions - Ra
Related Party Transactions - Railcar Lease Agreements and Maintenance (Details) - Railcar Lease Agreement - CVR Partners, LP - American Railcar Leasing LLC $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2017USD ($) | Jun. 30, 2016railcar | Dec. 31, 2016railcar | |
Related Party Transaction [Line Items] | |||
Number of railcars to be leased | railcar | 115 | ||
Term of lease agreement | 7 years | ||
Number of railcars leased | railcar | 115 | ||
Rent expense | $ | $ 0.2 | ||
Cost of Goods Sold, Maintenance Costs | $ | $ 0.2 |
Business Segments - Additional
Business Segments - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Net sales | $ 1,507.1 | $ 905.5 |
Cost of materials and other | 1,221.2 | 736.8 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net sales | (1.7) | (1.6) |
Cost of materials and other | (1.9) | (1.8) |
Intersegment elimination | Petroleum | ||
Segment Reporting Information [Line Items] | ||
Net sales | (0.4) | (0.4) |
Cost of materials and other | (0.1) | (1.1) |
Intersegment elimination | Nitrogen Fertilizer | ||
Segment Reporting Information [Line Items] | ||
Net sales | (1.2) | (1.1) |
Cost of materials and other | $ (0.5) | $ (0.7) |
Business Segments - Summary of
Business Segments - Summary of Operating Results and Capital Expenditures by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,507.1 | $ 905.5 | |
Cost of materials and other | 1,221.2 | 736.8 | |
Direct operating expenses (exclusive of depreciation and amortization) | 138.1 | 141.4 | |
Depreciation and amortization | 51.1 | 40 | |
Operating income (loss) | 67.6 | (39.9) | |
Capital expenditures | 24.2 | 47.5 | |
Total assets | 4,053.2 | $ 4,050.2 | |
Goodwill | 41 | 41 | |
Operating Segments | Petroleum | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,423.5 | 834 | |
Cost of materials and other | 1,201.3 | 722.3 | |
Direct operating expenses (exclusive of depreciation and amortization) | 102.1 | 117.7 | |
Depreciation and amortization | 34.1 | 31.5 | |
Operating income (loss) | 66 | (56) | |
Capital expenditures | 19.6 | 44 | |
Total assets | 2,371.8 | 2,331.9 | |
Goodwill | 0 | 0 | |
Operating Segments | Nitrogen Fertilizer | |||
Segment Reporting Information [Line Items] | |||
Net sales | 85.3 | 73.1 | |
Cost of materials and other | 21.8 | 16.3 | |
Direct operating expenses (exclusive of depreciation and amortization) | 35.9 | 23.7 | |
Depreciation and amortization | 15.4 | 7 | |
Operating income (loss) | 5.3 | 19.7 | |
Capital expenditures | 4.1 | 1.7 | |
Total assets | 1,328.4 | 1,312.2 | |
Goodwill | 41 | 41 | |
Intersegment elimination | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1.7) | (1.6) | |
Cost of materials and other | (1.9) | (1.8) | |
Intersegment elimination | Petroleum | |||
Segment Reporting Information [Line Items] | |||
Net sales | (0.4) | (0.4) | |
Cost of materials and other | (0.1) | (1.1) | |
Intersegment elimination | Nitrogen Fertilizer | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1.2) | (1.1) | |
Cost of materials and other | (0.5) | (0.7) | |
Other | |||
Segment Reporting Information [Line Items] | |||
Direct operating expenses (exclusive of depreciation and amortization) | 0.1 | 0 | |
Depreciation and amortization | 1.6 | 1.5 | |
Operating income (loss) | (3.7) | (3.6) | |
Capital expenditures | 0.5 | $ 1.8 | |
Total assets | 353 | 406.1 | |
Goodwill | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 26, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||
Dividends declared (in dollars per share) | $ 0.50 | $ 0.5 | |
Dividends declared | $ 43.4 | ||
IEP Energy LLC | |||
Subsequent Event [Line Items] | |||
Ownership percentage held by controlling stockholder | 82.00% | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividends declared (in dollars per share) | $ 0.50 | ||
Dividends declared | $ 43.4 | ||
Subsequent Event | CVR Partners, LP | |||
Subsequent Event [Line Items] | |||
Cash dividend declared to unitholders (in dollars per share) | $ 0.02 | ||
Cash dividend declared to unitholders | $ 2.3 | ||
Subsequent Event | IEP Energy LLC | IEP Energy LLC | |||
Subsequent Event [Line Items] | |||
Dividends declared | $ 35.6 | ||
Ownership percentage held by controlling stockholder | 82.00% | ||
CVR Partners, LP | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividends receivable | $ 0.8 |