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United States securities and exchange commission logo
July 11, 2022
David L. Lamp
President and Chief Executive Officer
CVR Energy, Inc.
2277 Plaza Drive, Suite 500
Sugar Land, TX 77479
Re: CVR Energy, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed February 23,
2022
File No. 001-33492
Dear Mr. Lamp:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K filed February 23, 2022
Risk Factors, page 22
1. Disclose the material
effects of transition risks related to climate change that may affect
your business,
financial condition, and results of operations, such as policy and regulatory
changes that could
impose operational and compliance burdens, market trends that may
alter business
opportunities, credit risks, or technological changes.
2. Disclose any material
litigation risks related to climate change and explain the potential
impact to the company.
David L. Lamp
FirstName LastNameDavid L. Lamp
CVR Energy, Inc.
Comapany
July NameCVR Energy, Inc.
11, 2022
July 11,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
38
3. We note from the disclosure on page 16 of your Form 10-K that you have
implemented
nitrous oxide abatement projects and carbon dioxide sequestration
activities to reduce
your greenhouse gas footprint. Revise your disclosure to identify any
material past and/or
future capital expenditures for climate-related projects. Please
provide quantitative
information for these types of expenditures for each of the periods
for which financial
statements are presented in your Form 10-K and for any future periods
as part of your
response.
4. To the extent material, discuss the indirect consequences of
climate-related regulation or
business trends, such as the following:
decreased demand for goods or services that produce significant
greenhouse gas
emissions or are related to carbon-based energy sources;
increased demand for goods that result in lower emissions than
competing products;
and
increased competition to develop innovative new products that
result in lower
emissions.
5. If material, discuss the physical effects of climate change on your
operations and results in
greater detail. This disclosure may include the following:
severity of weather, such as floods, windstorms, hurricanes,
extreme fires, and water
availability and quality;
quantification of material weather-related damages to your
property or operations;
potential for indirect weather-related impacts that have affected
or may affect your
major customers or suppliers;
decreased agricultural production capacity of your customers in
areas affected by
drought or other weather-related changes; and
any weather-related impacts on the cost or availability of
insurance.
Your response should include quantitative information for each of the
periods for which
financial statements are provided in your Form 10-K and for future
periods, as applicable.
6. We note your disclosure on page 27 regarding compliance with the U.S.
Environmental
Protection Agency Renewable Fuel Standard. Please tell us about and
quantify any
additional compliance costs incurred related to climate change for
each of the last three
fiscal years and amounts you expect to incur in future periods.
David L. Lamp
FirstName LastNameDavid L. Lamp
CVR Energy, Inc.
Comapany
July NameCVR Energy, Inc.
11, 2022
July 11,
Page 3 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation