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United States Securities and Exchange Commission Form 20-F Harvest Operations Corp

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United States Securities and Exchange Commission Form 20-F Harvest Operations Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: DECEMBER 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from n/a to n/a Commission file number 333-121620 HARVEST OPERATIONS CORP. (Exact name of Registrant as specified in its charter) HARVEST OPERATIONS CORP. (Translation of Registrant’s name into English) ALBERTA, CANADA (Jurisdiction of incorporation or organization) 2100, 330 - 5th Ave. SW Calgary, Alberta, Canada T2P 0L4 (Address of principal executive offices) Mr. Myunghuhn Yi, President & CEO 2100, 330 - 5th Ave. SW Calgary, Alberta, Canada T2P 0L4 [email protected] 403-268-3189 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. (none) Securities registered or to be registered pursuant to Section 12(g) of the Act. (none) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. (none) 1 Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Common shares as of December 31, 2012: 386,078,649 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. [ ] Yes [X] No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]Yes [ ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): [ ] Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: [ ] U.S. GAAP [X] International Financial Reporting Standards as issued by the International Accounting Standards Board [ ] Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. [ ] Item 17 [ ] Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b- 2 of the Exchange Act). [ ] Yes [X] No 2 Table of Contents GLOSSARY OF TERMS 1 ABBREVIATIONS AND CONVERSIONS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 NON-GAAP MEASURES 6 PREDECESSOR PRESENTATION 8 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 9 ITEM 4. INFORMATION ON THE COMPANY 22 ITEM 4A. UNRESOLVED STAFF COMMENTS 48 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 69 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 82 ITEM 8. FINANCIAL INFORMATION 82 ITEM 9. THE OFFER AND LISTING 83 ITEM 10. ADDITIONAL INFORMATION 83 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 88 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 88 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 88 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF 88 PROCEEDS ITEM 15. CONTROLS AND PROCEDURES 89 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 89 ITEM 16B. CODE OF ETHICS 89 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 90 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 90 ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 90 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 90 ITEM 16G. CORPORATE GOVERNANCE 91 ITEM 16H. MINE SAFETY DISCLOSURE 91 ITEM 17. FINANCIAL STATEMENTS 91 ITEM 18. FINANCIAL STATEMENTS 91 ITEM 19. EXHIBITS 92 SIGNATURES 93 GLOSSARY OF TERMS In this annual report, the following terms shall have the meanings set forth below, unless otherwise indicated. Certain other terms used herein but not defined herein are defined in SEC regulations and, unless the context otherwise requires, shall have the same meanings herein as in SEC regulations. “6.40% Debentures Due 2012” means the 6.40% convertible unsecured subordinated debentures of the Corporation due October 31, 2012, which were assumed by the Corporation from VERT on February 3, 2006 pursuant to the plan of arrangement under the ABCA by which the Corporation merged with VERT. “7.25% Debentures Due 2013” means the 7.25% convertible unsecured subordinated debentures of the Corporation due September 30, 2013. “7.25% Debentures Due 2014” means the 7.25% convertible unsecured subordinated debentures of the Corporation due February 28, 2014. “7.50% Debentures Due 2015” means the 7.50% convertible unsecured subordinated debentures of the Corporation due May 31, 2015. “67/8% Senior Notes” and Senior Notes mean the Corporation’s 67/8% Senior Notes due October 1, 2017. “77/8% Senior Notes” means the Corporation’s 77/8% Senior Notes due October 15, 2011. “ABCA” means the Business Corporations Act (Alberta), together with any or all regulations promulgated thereunder, as amended from time to time. “APEGA” means the Association of Professional Engineers and Geoscientists of Alberta. “BlackGold” means the BlackGold operating segment, with a core focus on the exploration and development of the BlackGold oil sands assets acquired from KNOC on August 6, 2010. “Breeze Trust No. 1” means Harvest Breeze Trust No. 1, a trust established under the laws of the Province of Alberta, wholly owned by the Corporation. “Breeze Trust No. 2” means Harvest Breeze Trust No. 2, a trust established under the laws of the Province of Alberta, wholly owned by the Corporation. “Canadian GAAP” means accounting principles generally accepted in Canada. “COGE Handbook” means the Canadian Oil and Gas Evaluation Handbook prepared jointly by the Society of Petroleum Evaluation Engineers (Calgary chapter) and the Canadian Institute of Mining, Metallurgy & Petroleum. “Corporation” means Harvest Operations Corp. “Credit Facility” means the $800 million revolving credit facility, as amended, provided by a syndicate of lenders to Harvest Operations as more fully described in Item 10C “Material Contracts” and in note 10 of the Corporation’s audited consolidated financial statements for the year ended December 31, 2012 under Item 18 in this annual report. “Debentures” means, collectively, the 6.40% Debentures Due 2012, the 7.25% Debentures Due 2013, the 7.25% Debentures Due 2014 and the 7.50% Debentures Due 2015. “Debenture Indenture” means (i) the trust indenture dated January 29, 2004 among Harvest Operations and Valiant Trust Company, as trustee, providing for the issue of debentures, as supplemented by the third supplemental indenture dated November 22, 2006 in respect of the 7.25% Debentures Due 2013, in respect of the fourth supplemental indenture dated February 1, 2007 in respect of the 7.25% Debentures Due 2014 and in respect of the fifth supplemental indenture dated April 25, 2008 in respect of the 7.50% Debentures Due 2015 and (ii) the trust indenture dated January 15, 2003 between VERT and Computershare Trust Company of Canada as trustee, providing for the issue of debentures, as supplemented by the first supplemental indenture dated October 20, 2005 in respect of the 6.40% Debentures Due 2012. “Downstream” means the Corporation’s petroleum refining and marketing segment operating under the North Atlantic trade name, comprised of a medium gravity sour crude hydrocracking refinery with a 115,000 bbls/d nameplate capacity and a marketing division with 52 gasoline outlets, 3 commercial cardlock locations, a retail heating fuels business and a commercial and wholesale petroleum products business, all located in the Province of Newfoundland and Labrador. “EPC” means engineering, procurement and construction. “Farmout” means an agreement whereby a third party agrees to pay for all or a portion of the drilling of a well on one or more of the Properties in order to earn an interest therein, with an Operating Subsidiary retaining a residual interest in such Properties. 1 “Future Net Revenue” means the estimated net amount to be received with respect to the development and production of reserves computed by deducting, from estimated future revenues, estimated future royalty obligations, costs related to the development and production of reserves and abandonment and reclamation costs (corporate general and administrative expenses and financing costs are not deducted).
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