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Commitments and Contingencies | 3 Months Ended
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Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | 17. Commitments and Contingencies Environmental Matters Due to the nature of our business, certain of our subsidiaries’ operations are subject to numerous existing and proposed laws and governmental regulations designed to protect the environment, particularly regarding plant wastes and emissions and solid waste disposal. Our consolidated environmental liabilities on an undiscounted basis were $21 million and $22 million as of March 31, 2023 and December 31, 2022, respectively, primarily within our Energy segment, which are included in accrued expenses and other liabilities in our condensed consolidated balance sheets. We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition. ​ Energy CVR Energy’s indirect wholly-owned subsidiary, Coffeyville Resource Refining & Marketing, LLC (“CRRM”) is party to proceedings relating to claims by the United States Department of Justice (the “DOJ”) on behalf of the U.S. Environmental Protection Agency (the “EPA”) and the State of Kansas, acting by and through the Kansas Department of Health and Environment (“KDHE” and collectively with the DOJ and EPA, the “CAA Plaintiffs”) for alleged violations of the Clean Air Act (the “CAA”) and a 2012 Consent Decree (“CD”) between CRRM, the United States (on behalf of the EPA) and KDHE at its Coffeyville refinery primarily relating to flares and seeking stipulated penalties under the CD of $6.8 million (the “Stipulated Claims”), which amount CRRM previously deposited into a commercial escrow account, which escrowed funds are legally restricted for use and are included in other assets in our condensed consolidated balance sheets. After the United States District Court for the District of Kansas (“D. Kan.”) denied CRRM’s petition for judicial review of the Stipulated Claims, CRRM appealed the D. Kan. order to the United States Court of Appeals for the Tenth Circuit (the “10th Circuit”), which appeal was stayed by the 10th Circuit. In December 2022, the 10th Circuit lifted the stay, but CRRM and the CAA Plaintiffs have since agreed to mediate the Stipulated Claims before the 10th Circuit. CRRM is also party to a separate lawsuit brought by the CAA Plaintiffs in the D. Kan. alleging violations of the CAA, the Kansas State Implementation Plan, Kansas law, 40 C.F.R. Parts 60 and 63 of the National Emission Standards for Hazardous Air Pollutants from Petroleum Refineries Subparts CC and R (“NESHAP”) and CRRM’s permits relating to flares, heaters, and related matters and seeking civil penalties, injunctive and related relief (collectively, the “Statutory Claims”). In October 2022, the D. Kan granted CRRM’s motion to dismiss KDHE’s demand for state law civil penalties but denied its motion to dismiss other Statutory Claims. In March 2023, the D. Kan. Granted KDHE’s motion to file a second amended supplemental complaint to add claims for injunctive relief under state law, which was filed in April 2023. CRRM and the CAA Plaintiffs have agreed to mediate the Statutory Claims together with the Stipulated Claims before the 10th Circuit, which mediation is expected to commence in May 2023. As negotiations and proceedings relating to the Stipulated Claims and the Statutory Claims are ongoing, CVR Energy cannot at this time determine the outcome of these matters, including whether such outcome, or any subsequent enforcement or litigation relating thereto would have a material impact on our Energy segment’s financial position, results of operations, or cash flows. 45Q Transaction In January 2023, CVR Energy and its obligated-party subsidiaries entered into a joint venture and related agreements with unaffiliated third-party investors and others intended to qualify for certain tax credits available under Section 45Q of the Internal Revenue Code. Under the agreements entered into in connection with the 45Q Transactions, CVR Partners and certain of its subsidiaries are obligated to meet certain minimum quantities of carbon dioxide supply each year during the term of the agreement and could be subject to fees of up to $15 million per year, with an overall cap at $45 million, should it fail to perform. Renewable Fuel Standards CVR Energy’s obligated-party subsidiaries are subject to the Renewable Fuel Standard (“RFS”) implemented primarily by the EPA which requires refiners to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as Renewable Identification Numbers (“RINs), in lieu of blending. CVR Energy’s obligated subsidiaries are not able to blend the substantial majority of its transportation fuels and, unless their obligations are waived by the EPA, has to purchase RINs on the open market and may have to obtain waiver credits for cellulosic biofuels or other exemptions from the EPA, to the extent available, in order to comply with the RFS. CVR Energy’s obligated-party subsidiaries have filed a number of petitions in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) and the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”) challenging the EPA’s April 2022 and June 2022 alternate compliance rulings and the EPA’s Final Rule filed in July 2022 establishing renewal volume obligation (“RVO”), and, with respect to Wynnewood Refining Company, LLC (“WRC”), challenging EPA’s denial of small refinery exemptions (“SREs”) sought by WRC for the 2017 through 2021 compliance periods (the “SRE Lawsuits”), also intervened in an action filed by certain biofuels producers relating to the RFS. In late 2022, the Fifth Circuit denied the EPA’s motions to stay the SRE Denial Lawsuits. In March 2023, the Fifth Circuit granted WRC’s motion to stay enforcement of the RFS against WRC pending resolution of the SREs lawsuits. As each of these proceedings is in its earliest stages, we cannot currently estimate the outcome, impact or timing of resolution of these matters. However, while CVR Energy intends to prosecute these actions vigorously, if these matters are ultimately concluded in a manner adverse to CVR Energy, they could have a material effect on our Energy business’ financial position, results of operations, or cash flows. For the three months ended March 31, 2023 and 2022, our Energy segment recognized a benefit of $11 million and an expense of $107 million, respectively, for CVR Refining’s compliance with the RFS (based on our Energy segment’s revised 2020 and finalized 2021 and 2022 annual renewal volume obligation (“RVO”) and excluding the impacts of any exemptions or waivers to which our Energy segment may be entitled). These recognized amounts are included in cost of goods sold in the condensed consolidated statements of operations and represent costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol or biodiesel. At each reporting period, to the extent RINs purchased or generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which CVR Refining may be entitled), the remaining position is marked-to-market using RIN market prices at period end. As of March 31, 2023 and December 31, 2022, CVR Refining’s RFS position was $582 million and $692 million, respectively, and is included in accrued expenses and other liabilities in the condensed consolidated balance sheets. Litigation From time to time, we and our subsidiaries are involved in various lawsuits arising in the normal course of business. We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations. Energy Call Option Lawsuits – In December 2022, the Delaware Court of Chancery (the “Chancery Court”) approved the final settlement of the consolidated lawsuits (collectively, the “Call Option Lawsuits”) filed by purported former unitholders of CVR Refining, LP on behalf of themselves and an alleged class of similarly situated unitholders against CVR Energy and certain of its affiliates (the “Call Defendants”) relating to CVR Energy’s exercise of the call option under the CVR Refining, LP Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s LP’s general partner including the Stipulation, Compromise and Release (the “Settlement”) entered into by the parties on August 19, 2022. The Settlement of the Call Option Lawsuits had no further impact on our Energy business’ financial position or results of operations beyond the $79 million recognized within Other loss, net for the year ended December 31, 2022 to reflect the estimated probable loss. ​ Call Option Coverage Cases – On November 28, 2022, the 434th Judicial District Court of Fort Bend County, Texas (the “Texas Court”) granted summary judgment in favor of the primary and excess insurers (the “Insurers”) of CVR Energy and certain of its affiliates (the “Call Defendants”) in the Insurers’ declaratory judgment action seeking determination that they owe no indemnity coverage in relation to policies that have coverage limits of $50 million for settlement of the lawsuits filed in the Delaware Court of Chancery (the “Chancery Court”) by purported former unitholders of CVR Refining, LP on behalf of themselves and an alleged class of similarly situated unitholders against the Call Defendants relating to CVR Energy’s exercise of the call option under the CVR Refining, LP Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s LP’s general partner, which Stipulation, Compromise and Release (the “Settlement”) was entered into by the parties in August 2022 and approved by the Chancery Court in December 2022. The Company intends to appeal the grant of summary judgment while it concurrently pursues its claims against the Insurers it filed in October 2022 in the Superior Court of the State of Delaware (the “Superior Court”) alleging Breach of Contract and Breach of the Implied Covenant of Good Faith and Fair Dealing against the Insurers relating to their denial of coverage of the Call Defendants’ defense expenses and indemnity, as well as other conduct of the Insurers relating to the Call Option Lawsuits. On January 3, 2023, the Superior Court granted the Call Defendants’ motion for leave to amend its complaint to seek recovery from the Insurers of all of the amounts paid in settlement of the Call Option Lawsuits. As the potential appeal of the Texas Court decision and the Superior Court lawsuit are in their early stages, CVR Energy cannot determine at this time the outcome of these lawsuits, including whether the outcome would have a material impact on our Energy business’ financial position, results of operations, or cash flows. Other Matters Pension Obligations Mr. Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 84% of Icahn Enterprises’ outstanding depositary units as of March 31, 2023. 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 (the “PBGC”) against the assets of each member of the controlled group. As a result of the more than 80% ownership interest in us by Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF Industries LLC (“ACF”), an affiliate of Mr. Icahn. All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of March 31, 2023. If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $48 million as of March 31, 2023. These results are based on the most recent information provided by 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, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans. In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans. The current underfunded status of the pension plans of Viskase and ACF requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase or ACF controlled group, or if we make certain extraordinary dividends or stock redemptions. The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events. Starfire Holding Corporation (“Starfire”), which is 99.6% owned by Mr. Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group, including ACF. The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $250 million. Nonetheless, Starfire may not be able to fund its indemnification obligations to us. Other The U.S. Attorney’s office for the Southern District of New York contacted Icahn Enterprises L.P. on May 3, 2023 seeking production of information relating to it and certain of its affiliates’ corporate governance, capitalization, securities offerings, dividends, valuation, marketing materials, due diligence and other materials. We are cooperating with the request and are providing documents in response to the voluntary request for information. The U.S. Attorney’s office has not made any claims or allegations against us or Mr. Icahn with respect to the foregoing inquiry. We believe that we maintain a strong compliance program and, while no assurances can be made and we are still evaluating the matter, we do not currently believe this inquiry will have a material impact on our business, financial condition, results of operations or cash flows.

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