market price at the time of settlement. Moreover, our decision to enter into a given contract is based upon marketassumptions. If these assumptions are not met, significant losses or lost opportunities for significant gains may result. Inall, the use of derivative contracts may result in significant losses or prevent us from realizing the positive impact of anysubsequent fluctuation in the price of oil. See “Management’s Discussion and Analysis of Financial Condition andResults of Operations—Quantitative and Qualitative Disclosures about Market Risk.”Given the highly specialized and technical nature of our business, we depend on key management personnel that wemay not be able to replace if they leave our company.Our industry and our specific operations are highly specialized and technical and require a management teamwith industry-specific knowledge and experience. Our continued success is highly dependent on the personal efforts andabilities of our executive officers and refining managers, who have trained and worked in the oil refining industry formany years. Our operations and financial condition could be adversely affected if certain of our executive officersbecome unable to continue in or devote adequate time to their present roles, or if we are unable to attract and retain otherskilled management personnel.A substantial portion of our workforce is unionized, and we may face labor disruptions that would interfere with ourrefinery operations.Our operations may be affected by labor disruptions involving our employees and employees of third-parties.Substantially all of our employees are represented by trade unions under collective bargaining agreements. We havemaintained good relationships with the trade unions representing our employees in Sweden and have renegotiated manyof our employee contracts in order to streamline our various employee agreements and create greater efficiency. We maybe affected by strikes, lockouts or other significant work stoppages in the future, any of which could adversely affect ourbusiness, results of operations and financial condition.We may be exposed to economic disruptions in the various countries in which we operate and in which our suppliersand customers are located, which could adversely affect our operations, tax treatment under foreign laws and ourfinancial results.Although we operate primarily in Sweden, our operations extend beyond Sweden. Through our supply andrefining segment, we export refined products to certain countries in northwestern Europe, including Scandinavia, theUnited Kingdom, Germany, and the United States and, to a lesser extent, other markets. Additionally, we purchase thecrude oil that we refine predominantly from Russia and the North Sea area. Accordingly, we are subject to legal,economic and market risks associated with operating internationally, purchasing crude oil and supplies from othercountries and selling refined products to them. These risks include:interruption of crude oil supply;devaluations and fluctuations in currency exchange rates;imposition of limitations on conversion of foreign currencies or remittance of dividends and other paymentsby our foreign subsidiaries;imposition or increase of withholding and other taxes on remittances by foreign subsidiaries;imposition or increase of investment and other restrictions by foreign governments;failure to comply with a wide variety of foreign laws; andunexpected changes in regulatory environments and government policies.It is difficult to compare our results of operations from period to period, which may result in misleading or inaccuratefinancial indicators and data relating to our business.It is difficult to make period-to-period comparisons of our results of operations as a result of, among otherthings, changes in our business, fluctuations in crude oil and refined product prices, which are denominated in dollars,and fluctuations in our capital expenditures, which are primarily denominated in kronor. As a result, our results ofoperations from period to period are subject to currency exchange rate fluctuations, in addition to typical period-to-periodfluctuations. In addition, we hold, on average, approximately 12 million barrels (gross volume) of crude oil and refinedproducts on hand. Fluctuations in oil prices therefore have a direct effect on the valuation of our inventory and thesefluctuations may impact our results for a given period. For these reasons, a period-to-period comparison of our results ofoperations may not be meaningful.We may incur liabilities in connection with our pension plans.We have defined benefit and defined contribution pension plans under which we have an obligation to provideagreed benefits to current and former employees. The defined benefit plans, which are non-active, are both unfunded and7
funded. The unfunded benefit pension plan amounts to approximately SEK 115 million in respect of former, and to someextent, current employees. We pay approximately SEK 10 million per year, which has an impact on our cash and cashequivalents. The actuarial valuation, which is conducted annually according to IAS 19, shows approximately the samevalue. We also have a non-active funded defined benefit pension plan in respect of current and former employees. Theactuarial valuation, which is conducted annually in accordance with IAS 19, resulted in a positive value on ourconsolidated balance sheet for the year ended December 31, 2010. However, our net liabilities under the pension plansmay be significantly affected by changes in the expected return on the plans’ assets, the rate of increase in salaries andpension contributions, changes in demographic variables or other events and circumstances. Changes to local legislationand regulation relating to pension plan funding requirements may result in significant deviations in the timing and size ofthe expected cash contributions under such plans. On May 27, 2010, we executed a guarantee for <strong>Preem</strong>’s obligationsunder the defined pension plan to the insurance company that insures the unfunded amounts. There can be no assurancethat we will not incur liabilities relating to our pension plans, and these additional liabilities could have a materialadverse effect on our business, results of operations and financial condition.Terrorist attacks and threats of war and actual conflict may negatively impact our business.Terrorist attacks, events occurring in response to terrorist attacks, rumors, threats of war and actual conflict mayadversely impact our suppliers, our customers and oil markets generally and disrupt our operations. As a result, therecould be delays or losses in the delivery of supplies and raw materials to us, decreased sales of our products and delays inour customers’ payment of our accounts receivable. Energy-related assets, including oil refineries like ours, may be atgreater risk of terrorist attack than other targets. It is possible that occurrences of terrorist attacks or the threat of war oractual conflict could result in government-imposed price controls. These occurrences could have an adverse impact onenergy prices, including prices for our products, which could drive down demand for our products. In addition,disruption or significant increases in energy prices could result in government-imposed price controls. Any or acombination of these occurrences could have a material adverse effect on our business, financial condition and results ofoperations.Risks related to the Senior Secured Notes and our Capital StructureThe Senior Secured Notes are structurally subordinated to our subsidiaries’ debt and other liabilities.As of December 31, 2010, we had total consolidated debt (consisting of long-term debt and total current debt) ofSEK 14,630 million (€1,625 million), of which SEK 9,671 million (€1,074 million) was borrowed by wholly ownedsubsidiaries. Substantially all of this debt matures on September 17, 2011, which precedes the maturity of the SeniorSecured Notes. Generally, creditors of a subsidiary will have a claim on the assets and earnings of that subsidiarysuperior to that of creditors of its parent company, except to the extent that the claims of the parent’s creditors areguaranteed by a subsidiary. None of <strong>Preem</strong> or any of our other subsidiaries guarantees the Senior Secured Notes. TheSenior Secured Notes are structurally subordinated in right of payment to the existing and future debt and other liabilitiesof <strong>Preem</strong> and each of our other subsidiaries.In the event of any bankruptcy, liquidation or reorganization or similar proceeding relating to any of oursubsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claimsfrom the assets of those subsidiaries before any assets are made available for distribution to us. The Senior SecuredNotes, therefore, are structurally subordinated to existing and future creditors of all our direct and indirect subsidiaries.The 2008 Credit Facility is secured by a pledge in respect of certain assets of <strong>Preem</strong>.Our obligations under the 2008 Credit Facility are secured by pledges over <strong>Preem</strong>’s inventory, receivables and<strong>Preem</strong>’s refineries. The lenders may enforce their existing security upon an event of default under the 2008 CreditFacility. See “Description of Certain Indebtedness—2008 Credit Facility—Restrictions on use of Cash.” In such a case,<strong>Preem</strong> may be unable to operate its business.The Senior Secured Notes and the 2008 Credit Facility contain a number of restrictive covenants, which may notallow us to repay or repurchase the Senior Secured Notes.Our ability to comply with the restrictive covenants set forth in the Senior Secured Indenture governing theSenior Secured Notes, and the restrictive covenants set forth in the 2008 Credit Facility, may be affected by eventsbeyond our control and we may not be able to meet these obligations. A breach of any of these covenants could result ina default under the Senior Secured Indenture or the 2008 Credit Facility and, potentially, an acceleration of ourobligations to repay the Senior Secured Notes or amounts outstanding under the 2008 Credit Facility, and we may nothave sufficient funds to repay such amounts, including the Senior Secured Notes.If we experience a Change of Control, as defined in the Senior Secured Indenture, each holder of the SeniorSecured Notes may require us to repurchase all or a portion of that holder’s Senior Secured Notes. At maturity, or if aChange of Control occurs, we may not have the funds to fulfill our obligations and may not be able to arrange foradditional financing. If the maturity date or Change of Control or other obligation to offer to purchase the SeniorSecured Notes occurs at a time when other arrangements prohibit us from repaying or repurchasing the Senior Secured8
- Page 2: TABLE OF CONTENTSDisclosure Regardi
- Page 5: which was merged into Preem on Octo
- Page 8 and 9: RISK FACTORSThe risk factors below
- Page 10 and 11: the cost of exploring for, developi
- Page 12 and 13: purchase a minimum of 10% to 20% of
- Page 16 and 17: Notes, we would try to obtain waive
- Page 18 and 19: are reasonable grounds for believin
- Page 20 and 21: civil liability, whether or not pre
- Page 22 and 23: SELECTED CONSOLIDATED FINANCIAL DAT
- Page 24 and 25: MANAGEMENT’S DISCUSSION AND ANALY
- Page 26 and 27: Year ended December 31,%2008 2009 C
- Page 28 and 29: arrel in February, increased to app
- Page 30 and 31: (1) Includes sales by our supply an
- Page 32 and 33: SEK 5,519 million, from a loss of S
- Page 34 and 35: Cash flow used in investment activi
- Page 36 and 37: Restrictions on transfers of fundsW
- Page 38 and 39: Variable rate debt—amount due .
- Page 40 and 41: As of December 31, 2008, SEK 21,999
- Page 42 and 43: Our StrengthsOur competitive streng
- Page 44 and 45: Lysekil has a total storage capacit
- Page 46 and 47: Unfinished and Blend Stocks........
- Page 48 and 49: Heating Oil .......................
- Page 50 and 51: Business-to-Business DivisionWe pre
- Page 52 and 53: “.nu,” “.org,” “.biz,”
- Page 54 and 55: Energy AB, Huda Trading AB, the Swe
- Page 56 and 57: was incorporated on March 22, 2007,
- Page 58 and 59: RELATED PARTY TRANSACTIONSCapital T
- Page 60 and 61: DESCRIPTION OF CERTAIN INDEBTEDNESS
- Page 62 and 63: effected by the Third Supplemental
- Page 64 and 65:
first ranking mortgage certificates
- Page 66 and 67:
LEGAL INFORMATIONCorral Petroleum H
- Page 68 and 69:
CORRAL PETROLEUM HOLDINGS AB (publ)
- Page 70 and 71:
CORRAL PETROLEUM HOLDINGS AB (publ)
- Page 72 and 73:
CORRAL PETROLEUM HOLDINGS AB (publ)
- Page 74 and 75:
CORRAL PETROLEUM HOLDINGS AB (publ)
- Page 76 and 77:
SubsidiariesSubsidiaries are compan
- Page 78 and 79:
The refinery installations consist
- Page 80 and 81:
of occupational pension insurance,
- Page 82 and 83:
Emission rights 2010LysekilGothenbu
- Page 84 and 85:
NOTE 2. FINANCIAL RISK MANAGEMENTTh
- Page 86 and 87:
In addition to price risk managemen
- Page 88 and 89:
The fair value of borrowing is calc
- Page 90 and 91:
Reconciliation with the Group’s t
- Page 92 and 93:
The Board members including the Cha
- Page 94 and 95:
NOTE 12. EXPENSES BROKEN DOWN BY TY
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NOTE 16. EXCHANGE RATE DIFFERENCES
- Page 98 and 99:
Equipment, tools, fixtures and fitt
- Page 100 and 101:
NOTE 23. TRADE AND OTHER RECEIVABLE
- Page 102 and 103:
The change in the fair value of pla
- Page 104 and 105:
Loan conditions, effective interest
- Page 106 and 107:
Capitalized interest cost..........
- Page 108:
SalesDecember 31, 2009AccountsPurch