Prospect, pdf - the SKF site for the capital market

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Liquidity risk Liquidity risk, also referred to as funding risk, is defined as the risk that the Group will encounter difficulties in raising funds to meet its commitments. Group policy states that, in addition to current loan financing, the Group should have a payment capacity in the form of available liquidity and/or long-term committed credit facilities. In addition to its own liquidity, as at 31 December 2011 the Group had committed credit facilities of EUR 500 million syndicated by 10 banks that will expire in 2014 and committed credit facilities of SEK 3,000 million that will expire in 2017. Credit risk Credit risk is defined as the Group's exposure to losses in the event that one party to a financial instrument fails to discharge an obligation. The Group is exposed to credit risk from its operating activities and certain financing activities. With regard to financing activities, the Group's policy states that only wellestablished financial institutions will be approved as counterparties. The majority of these financial institutions have signed an ISDA agreement (International Swaps and Derivatives Association, Inc.). Transactions are made within fixed limits and exposure per counterparty is continuously monitored. At operational level, the outstanding trade receivables are continuously monitored locally in each area. The Group's concentration of credit risk related to trade receivables is mitigated primarily because of its many geographically and industrially diverse customers. Trade receivables are subject to credit limit control and approval procedures in all subsidiaries. The maximum exposure to credit risk for the Group amounted to SEK 17,036 million as at 31 December 2011. The exposure is represented by the total financial assets that are carried in the balance sheet with the exception of equity securities. As at 31 December 2011, no granting of significant financial guarantees increasing the credit risk and no significant collateral agreements reducing the maximum exposure to credit risk existed. General risks Ratings downgrades may increase the Issuer's funding costs and substantially reduce the Issuer's earnings. The long-term rating of the Group by S&P and Moody's is A- (since 2003) and A3 (since 2010). The Issuer's credit rating depends on many factors, some of which are outside of the Issuer's control. If the Issuer were to receive downgrades in its credit rating, it may become necessary to offer increased interest rates in the capital markets in order to obtain financing, which would likely substantially lower the Issuer's profit margins and earnings and negatively affect the Issuer's business and results of operations. Factors which are material for the purpose of assessing the market risks associated with the Notes Risks related to the Notes generally Set out below is a brief description of certain risks relating to the Notes generally. Meetings of Noteholders and Modification The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. 10
The Conditions also provide that the Fiscal Agent may, without the consent of the Noteholders, agree to any modification of any of the provisions of the Notes subject to what is described in the conditions of the Notes. The Notes may be subject to withholding taxes in circumstances where the Issuer is not obliged to make gross up payments and this would result in holders receiving less interest than expected and could significantly adversely affect their return on the Notes. Withholding under the EU Savings Directive Under EC Council Directive 2003/48/EC (the Directive) on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories (including Switzerland) have adopted similar measures (a withholding system in the case of Switzerland). The European Commission has proposed certain amendments to the Directive which may, if implemented, amend or broaden the scope of the requirements described above. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent (as defined in the Conditions of the Notes) nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive. The value of the Notes could be adversely affected by a change in English law or administrative practice The conditions of the Notes are based on English law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Prospectus and any such change could materially adversely impact the value of any Notes affected by it. Eligibility of the Notes for Eurosystem Monetary Policy The Notes are issued in New Global Note form and are intended upon issue to be held in a manner which would allow Eurosystem eligibility. This means that the Notes are, upon issue, deposited with one of the international central securities depositories (ICSDs) as common safekeeper. This does not mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by Eurosystem (Eurosystem Eligible Collateral) either upon issue, or at any or all times during their life. Such recognition will depend on satisfaction of the Eurosystem eligibility criteria and other obligations (including the provision of further information) as specified by the European Central Bank from time to time. The Issuer does not give any representations, warranty, confirmation or guarantee to any investor in the Notes that the Notes will, at any time during their life, satisfy all or any requirements for Eurosystem eligibility and be recognised as Eurosystem Eligible Collateral. Any potential investor in the Notes should make their own conclusions and seek their own advice with respect to whether or not the Notes constitute Eurosystem Eligible Collateral. 11
Page 1 and 2: PROSPECTUS AKTIEBOLAGET SKF (a publ
Page 3 and 4: IMPORTANT INFORMATION RELATING TO T
Page 5 and 6: ___________________________________
Page 7 and 8: Political and regulatory risks Ther
Page 9: Difficulties integrating acquired b
Page 13 and 14: Legal investment considerations may
Page 15 and 16: CONDITIONS OF THE NOTES The followi
Page 17 and 18: 4.2 Interest Accrual Each Note will
Page 19 and 20: (b) is a Business Day in the place
Page 21 and 22: unless the withholding or deduction
Page 23 and 24: assets of the Issuer, and (ii) in a
Page 25 and 26: 14.3 Appointment of Process Agent T
Page 27 and 28: Global Note will, subject as set ou
Page 29 and 30: USE OF PROCEEDS The net proceeds of
Page 31 and 32: usiness areas to replace the former
Page 33 and 34: earings. Therefore, understanding t
Page 35 and 36: groove ball bearings, seals, and me
Page 37 and 38: Asia currently accounts for almost
Page 39 and 40: Lubrication systems market SKF esti
Page 41 and 42: products and services which have a
Page 43 and 44: Sustainability SKF is committed to
Page 45 and 46: Joe Loughrey Board member since 200
Page 47 and 48: Carina Bergfelt General Counsel and
Page 49 and 50: 2011 2010 2009 Total 42,886 40,206
Page 51 and 52: TAXATION Persons considering the pu
Page 53 and 54: (ii) Resident holders of Notes Unde
Page 55 and 56: General No action has been taken by
Page 57 and 58: Documents Available 8. For the peri

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