UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2012

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

2277 Plaza Drive, Suite 500

Sugar Land, Texas  77479

(Address of principal executive offices,
including zip code)

Registrant’s telephone number, including area code:  (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On May 1, 2012, CVR Energy, Inc. (the “Company”) issued a press release announcing information regarding its results of operations and financial condition for the quarter ended March 31, 2012, the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being “furnished” as part of this Current Report on Form 8-K:

99.1         Press release.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   May 1, 2012

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Exhibit 99.1

CVR ENERGY REPORTS 2012 FIRST QUARTER RESULTS

Company Reports Strong Operating Results Before Unrealized Loss on Derivatives

SUGAR LAND, Texas (May 1, 2012) — CVR Energy, Inc. (NYSE: CVI), a refiner and marketer of petroleum fuels and a majority owner of a nitrogen fertilizer products manufacturer, today reported a first quarter 2012 net loss of $25.2 million, or a loss of 29 cents per diluted share, on net sales of $1,968.6 million, compared to first quarter 2011 net income of $45.8 million, or 52 cents per fully diluted share, on net sales of $1,167.3 million. Strong operating results for the first quarter of 2012 were offset by an unrealized loss before tax on derivatives of $128.1 million.

Operating income for the first quarter of 2012 was $140.5 million, up from $109.6 million in the same quarter of 2011. Operating income for the quarter was positively impacted by several factors, including increases in crack spreads and beneficially wide crude oil differentials, a shorter-than-planned turnaround at the Coffeyville refinery and strong operating results from the Wynnewood refinery during its first full quarter of operations as a CVR Energy company.

Adjusted net income, a non-GAAP financial measure, was $67.1 million, or 76 cents per diluted share for the first quarter of 2012, compared to $49.5 million, or 56 cents per diluted share for the first three months of 2011. As shown in the Reconciliation of Net Income (loss) to Adjusted Net Income table in this release, significant net-of-tax adjustments in the first quarter of 2012 included an unrealized loss on derivatives of $77.7 million, major scheduled turnaround expenses of $12.7 million, and expenses associated with the proxy matter of $9.0 million, partially offset by an $11.7 million favorable impact from first-in, first-out (FIFO) inventory accounting.

“We are pleased that CVR Energy’s businesses turned in strong operational performance for the first quarter of 2012, although our results were impacted by the turnaround at our Coffeyville refinery, which was completed ahead of schedule and under budget, and by product pipeline shipping limitations in our group during the quarter,” said Jack Lipinski, CVR Energy’s chief executive officer.  “At the same time, our Coffeyville and Wynnewood refineries benefited from the favorable crack spread environment. As we enter the second quarter, we expect to achieve strong financial results driven by solid operating performance, continuing wide crack spreads and differentials between Brent and WTI crudes.

“Additionally, the nitrogen fertilizer segment operated by CVR Partners had a good first quarter,” he said. “The company reported today that it has increased its 2012 cash distributions guidance.

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“Looking ahead, our refineries are running at or above their stated capacities and we reasonably expect a favorable pricing environment to continue for both of our business segments,” Lipinski said.

Petroleum Business

The petroleum business, which includes the Coffeyville and Wynnewood refineries, reported first quarter 2012 operating income of $134.9 million, and adjusted EBITDA, a non-GAAP financial measure, of $144.9 million, on net sales of $1,898.5 million, compared to operating income in the same quarter a year earlier of $105.7 million, and adjusted EBITDA of $91.7 million, on net sales of $1,111.3 million.  In addition to reporting the impact of the first full quarter of operations for the Wynnewood refinery, first quarter 2012 operating income was also impacted by the Coffeyville refinery turnaround, which resulted in major scheduled turnaround expenses of $21.0 million, as compared to $3.1 million for the same category in the first quarter of 2011.

First quarter 2012 throughput of crude oil and all other feedstocks and blendstocks totaled 155,385 barrels per day (bpd), compared to 105,557 bpd for the same period in 2011. Crude oil throughput for the first quarter 2012 averaged 146,658 bpd per day compared with 98,684 bpd for the same period in 2011. The year-over-year increase in throughput was mostly driven by the addition of the Wynnewood refinery and offset in part by the reduction in throughput from the Coffeyville refinery turnaround in the first quarter of 2012.

Refining margin adjusted for FIFO impact per crude oil throughput barrel, a non-GAAP financial measure, was $18.62 in the first quarter 2012, an increase from $17.91 during the same period in 2011. The increase was driven by a stronger crack spread and crude differential environment.  Gross profit per crude oil throughput barrel dropped to $11.15 in the first quarter 2012, as compared to $13.36 during the same period in 2011, primarily due to higher operating expenses and lower throughput volumes resulting from the Coffeyville turnaround.

Direct operating expense per barrel sold, exclusive of depreciation and amortization, for the first quarter 2012 was $6.51, up from $4.88 in the first quarter 2011, also attributable to the higher operating expenses and lower throughput volumes resulting from the Coffeyville turnaround.

Coffeyville Refinery

The first quarter 2012 results noted above were impacted by completion of the refinery turnaround at Coffeyville. The refinery was fully operational by late March and was operating at approximately 117,000 bpd of crude throughput as of April 30, 2012.

The Coffeyville refinery reported first quarter 2012 operating income of $67.8 million on net sales of $1,295.7 million, compared to $106.3 million of operating income on net sales of $1,111.1 million for the first quarter of 2011. First quarter 2012 crude oil throughput totaled 88,403 bpd, compared to 98,684 bpd in the first quarter of 2011. Refining margin per crude oil throughput barrel for the first quarter of 2012 was $19.82, compared to $20.38 for the same period in 2011. Gross profit per crude oil throughput barrel was $9.73 in the first quarter of 2012, compared to $13.43 for the 2011 first quarter. The refining margin adjusted for FIFO impact was

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$144.3 million for the first three months of 2012, compared to $159.0 million for the same period in 2011. Direct operating expense per barrel sold for the quarter was $6.88, compared to $4.89 for the 2011 first quarter. Excluding expenses related to the refinery turnarounds, direct operating expense per barrel sold was $4.71 in the 2012 first quarter and $4.55 in the same quarter of 2011.

Wynnewood Refinery

The first quarter of 2012 represented the first full quarter of operating the Wynnewood refinery since acquiring it in December 2011. For the quarter, the refinery’s crude oil throughput totaled 58,255 bpd after the impact of a maintenance-related partial refinery shutdown during the second half of January. The refinery was restored to full operations in early February and was running crude throughput of approximately 69,000 bpd as of April 17, 2012.

The refinery’s first quarter 2012 operating income was $67.5 million on net sales of $825.5 million. The refining margin adjusted for FIFO impact in the first quarter 2012 was $103.8 million and direct operating expense per barrel sold for the quarter was $4.28.

Nitrogen Fertilizers Business

The fertilizer business operated by CVR Partners, LP reported first quarter 2012 net income of $30.2 million, on net sales of $78.3 million, compared to net income of $16.7 million on net sales of $57.4 million for the 2011 first quarter.  Adjusted EBITDA was $38.0 million for the first quarter of 2012 compared to $25.9 million in the first quarter of 2011.

CVR Partners produced 89,300 tons of ammonia during the first quarter of 2012, of which 25,000 net tons were available for sale while the rest was upgraded to 154,600 tons of more highly valued UAN.  In the 2011 first quarter, the plant produced 105,300 tons of ammonia with 35,200 net tons available for sale with the remainder upgraded to 170,600 tons of UAN.

First quarter 2012 average realized plant gate prices for ammonia and UAN were $613 per ton and $313 per ton respectively, compared to $564 per ton and $207 per ton for the same period in 2011.

Cash and Debt

Consolidated cash and cash equivalents, which included $225.6 million for CVR Partners, increased to $500.9 million at the end of the first quarter of 2012, compared to $388.3 million at the end of 2011, due in part to increased cash flows in the petroleum business.  Consolidated long-term debt at the end of the 2012 first quarter, which included $125.0 million for CVR Partners, remained nearly unchanged at $852.9 million.

Other Information

As previously announced, CVR Energy has signed a transaction agreement with Carl C. Icahn and certain entities under his control that would permit Mr. Icahn to complete his tender offer for $30 in cash per share plus a “contingent cash payment” right (CCP), if he obtains a majority of the shares.  The tender offer period remains open and is set to close at 11:59 p.m. Eastern time on

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Friday, May 4, 2012.  CVR Energy’s Board of Directors is not recommending that stockholders tender into Mr. Icahn’s offer and continues to believe CVR Energy’s potential long-term value exceeds $30 per share.  But the Board also understands that many of the company’s stockholders may prefer to realize value in the near term and would consider the offer, as revised, an attractive near-term alternative.  Accordingly, by entering into the transaction agreement the Board obtained several significant protections for stockholders and decided to permit CVR Energy stockholders to determine whether or not they wish to sell their shares at the price offered by Mr. Icahn. If the offer is completed, Mr. Icahn has agreed to immediately provide a subsequent 10-business day offering period during which stockholders who did not initially tender but do not wish to be stockholders in the company after the change of control could tender any remaining outstanding shares for the same offer price plus the CCP.  If at any time Mr. Icahn owns 90% of the outstanding shares, he will complete a short-form merger under Delaware law pursuant to which all remaining outstanding shares will be cancelled in exchange for receiving the same per share consideration as paid in the tender offer plus the CCP.  If a majority of shares (taking into account those already owned by Mr. Icahn) are not tendered into his offer, Mr. Icahn will terminate his offer and his pending proxy contest for control of the CVR Energy Board of Directors.

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Forward Looking Statements

This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology.  These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control.  For a discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our Annual Report on Form 10-K for the year ended Dec. 31, 2011, and any subsequently filed quarterly reports on Form 10-Q.  These risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.  Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements included in this press release are made only as of the date hereof.  CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About CVR Energy, Inc.

Headquartered in Sugar Land, Texas, CVR Energy, Inc.’s subsidiary and affiliated businesses operate independent refining assets in Coffeyville, Kan., and Wynnewood, Okla., with more than 185,000 barrels per day of processing capacity, a marketing network for supplying high value transportation fuels to customers through tanker trucks and pipeline terminals, and a crude oil gathering system serving Kansas, Oklahoma, western Missouri, southwestern Nebraska and Texas.  In addition, CVR Energy subsidiaries own a majority interest in and serve as the general partner of CVR Partners, LP, a producer of ammonia and urea ammonium nitrate, or UAN, fertilizers.

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Important Additional Information

In response to the tender offer (as amended) commenced by Mr. Icahn and certain entities under his control, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) and certain amendments thereto.  CVR ENERGY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (AS AMENDED), BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free copy of the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended), which was first filed on March 1, 2012, as well as any other documents filed by the Company, for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge in the “Investor Relations” section of the Company’s website at www.cvrenergy.com or by writing to CVR Energy at 2277 Plaza Drive, Suite 500, Sugar Land, Texas, 77479, Attn: Senior Vice President, General Counsel and Secretary.

In addition, the Company may file a definitive proxy statement with the SEC for the 2012 annual meeting of stockholders.  Such definitive proxy statement will be mailed to stockholders of CVR Energy.  CVR ENERGY STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov and in the “Investor Relations” section of the Company’s website at www.cvrenergy.com.  However, if the short-form merger described in the transaction agreement is consummated, the 2012 annual meeting will not take place.

For further information, please contact:

Investor Relations:

Ed Morgan

CVR Energy, Inc.

281-207-3388

or

Jay Finks

CVR Energy, Inc.

281-207-3588

InvestorRelations@CVREnergy.com

Media Relations:

Angie Dasbach

CVR Energy, Inc.

913-982-0482

MediaRelations@CVREnergy.com

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CVR Energy, Inc.

Financial and Operational Data (all information in this release is unaudited unless noted otherwise).

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Segment Information

Our operations are organized into two reportable segments, Petroleum and Nitrogen Fertilizer. Our operations that are not included in the Petroleum and Nitrogen Fertilizer segments are included in Corporate and Other segment (along with elimination of intersegment transactions). The Petroleum segment includes the operations of our Coffeyville, Kansas and Wynnewood, Oklahoma refineries along with our crude oil gathering and pipeline systems. The Nitrogen Fertilizer segment is operated by CVR Partners, LP, (“CVR Partners”) of which we own a majority interest and serve as general partner. It consists of a nitrogen fertilizer manufacturing facility that utilizes a pet coke gasification process in producing nitrogen fertilizer.  Detailed operating results for the Nitrogen Fertilizer segment for the quarter ended March 31, 2012 are included in CVR Partners’ press release dated May 1, 2012.

(1)          Excluding turnaround expenses.

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(1)          Corporate and Other is inclusive of the Petroleum segment’s cash and cash equivalents and long-term debt.

Petroleum Segment Operating Data

The following tables set forth information about our consolidated Petroleum segment operations and our Coffeyville and Wynnewood refineries. Reconciliations of certain non-GAAP financial measures are provided under “Use of Non-GAAP Financial Measures” below.

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Nitrogen Fertilizer Segment Operating Data

The following tables set forth information about the Nitrogen Fertilizer segment operated by CVR Partners, of which we own a majority interest and serve as general partner. Reconciliations of certain non-GAAP financial measures are provided under “Use of Non-GAAP Financial Measures” below. Additional discussion of operating results for the Nitrogen Fertilizer segment for the quarter ended March 31, 2012 are included in CVR Partners’ press release dated May 1, 2012.

* See Use of Non-GAAP Financial Measures below.

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(1)            Gross tons produced for ammonia represent the total ammonia produced, including ammonia produced that was upgraded into UAN. The net tons available for sale represent the ammonia available for sale that was not upgraded into UAN.

(2)            Plant gate sales per ton represent net sales less freight and hydrogen revenue divided by product sales volume in tons in the reporting period and is shown in order to provide a pricing measure that is comparable across the fertilizer industry.

(3)            On-stream factor is the total number of hours operated divided by the total number of hours in the reporting period and is included as a measure of operating efficiency.

Use of Non-GAAP Financial Measures

To supplement the actual results in accordance with GAAP for the applicable periods, the Company also uses non-GAAP measures as discussed below, which are adjusted for GAAP-based results. The use of non-GAAP adjustments are not in accordance with or an alternative for GAAP. The adjustments are provided to enhance an overall understanding of the Company’s financial performance for the applicable periods and are indicators management believes are relevant and useful for planning and forecasting future periods.

Adjusted net income is not a recognized term under GAAP and should not be substituted for net income (loss) as a measure of our performance but rather should be utilized as a supplemental measure of financial performance in evaluating our business. Management believes that adjusted net income provides relevant and useful information that enables external users of our financial statements, such as industry analysts, investors, lenders and rating agencies to better understand and evaluate our ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance.