Bond BASF SE 2.5% ( XS1017833242 ) in EUR

Issuer BASF SE
Market price 100 %  ▼ 
Country  Germany
ISIN code  XS1017833242 ( in EUR )
Interest rate 2.5% per year ( payment 1 time a year)
Maturity 22/01/2024 - Bond has expired



Prospectus brochure of the bond BASF XS1017833242 in EUR 2.5%, expired


Minimal amount 1 000 EUR
Total amount 500 000 000 EUR
Detailed description BASF is a multinational chemical company and the world's largest chemical producer by revenue, headquartered in Ludwigshafen, Germany.

The Bond issued by BASF SE ( Germany ) , in EUR, with the ISIN code XS1017833242, pays a coupon of 2.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 22/01/2024







Debt Issuance Program Prospectus
September 13, 2019
This document constitutes two base prospectuses for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"): (i) the base prospectus of BASF SE in
respect of non-equity securities within the meaning of Art. 2(c) of the Prospectus Regulation, ("Non-Equity Securities") and
(ii) the base prospectus of BASF Finance Europe N.V. in respect of Non-Equity Securities (together, the "Debt Issuance
Program Prospectus" or the "Prospectus").

BASF SE
(Ludwigshafen am Rhein, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
BASF Finance Europe N.V., as Guarantor
BASF Finance Europe N.V.
(Arnhem, The Netherlands)
as Issuer
EUR 20,000,000,000
Debt Issuance Program
(the "Program")
The payments of all amounts due in respect of Notes issued by BASF Finance Europe N.V. will be unconditionally and
irrevocably guaranteed by BASF SE.
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the
"Commission") as competent authority under the Prospectus Regulation. The Commission only approves this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of the issuer or of the quality of the Notes that are the subject of this
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to list Notes issued under the Program on the official list of the Luxembourg Stock Exchange and
to trade Notes on the regulated market or on the professional segment of the regulated market "Bourse de Luxembourg". The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Directive on markets in financial
instruments 2014/65/EU, as amended, (the "Regulated Market"). Notes issued under the Program may also not be listed at
all.
Each Issuer has requested the Commission in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated July 16, 2019 (Loi du 16 juil et 2019 relative aux prospectus pour
valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129 - the "Luxembourg Law") to provide the
competent authorities in the Federal Republic of Germany ("Germany"), the Republic of Austria, the Republic of Ireland, The
Netherlands and the United Kingdom of Great Britain and Northern Ireland with a certificate of approval attesting that the
Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification"). Each Issuer may request the
Commission to provide competent authorities in additional Member States within the European Economic Area with a
Notification. By approving a prospectus, the Commission shall give no undertaking as to the economic and financial
soundness of the operation or the quality or solvency of each issuer pursuant to Article 6(4) Luxembourg Law.
Arranger
Deutsche Bank
Dealers
Banco Bilbao Vizcaya Argentaria,
Barclays BayernLB
S.A.
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank Crédit
Agricole CIB
Credit Suisse
Deutsche Bank
DZ BANK AG
Goldman Sachs International
HSBC ING
J.P.
Morgan
Landesbank Baden-Württemberg
MUFG
Mizuho Securities
Morgan Stanley
NatWest Markets
RBC Capital Markets
Santander Corporate & Investment
SMBC Nikko
Société Générale
Banking
Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and
on the website of BASF Group (www.basf.com). This Prospectus is valid for a period of twelve months after its approval. The
validity ends upon expiration of 12 September 2020. There is no obligation to supplement the Prospectus in the event
of significant new factors, material mistakes or material inaccuracies when the Prospectus is no longer valid.



2
RESPONSIBILITY STATEMENT
BASF SE ("BASF" or the "Guarantor", together with its consolidated group companies, the "BASF
Group") with its registered office in Ludwigshafen am Rhein, Germany and BASF Finance Europe N.V.
("BASF Finance") with its registered office in Arnhem, The Netherlands (herein each also called an
"Issuer" and together the "Issuers") accept responsibility for the information given in this Prospectus and
for the information which will be contained in the Final Terms (as defined herein).
Each Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus
for which it is responsible is, to the best of its knowledge, in accordance with the facts and that this
Prospectus makes no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other documents incorporated herein by reference. Full information on the Issuers and any tranche of
Notes is only available on the basis of the combination of the Prospectus and the relevant Final Terms (as
defined herein).
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information
which is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of the Issuers and the rights attaching to the Notes
which is material in the context of the Program; that the information contained herein with respect to the
Issuers and the Notes is accurate and complete in all material respects and is not misleading; that any
opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that
there are no other facts with respect to the Issuers or the Notes, the omission of which would make this
Prospectus as a whole or any of such information or the expression of any such opinions or intentions
misleading; that the Issuers have made all reasonable enquiries to ascertain all facts material for the
purposes aforesaid.
Each Issuer and the Guarantor has undertaken with the Dealers (i) to supplement this Prospectus or
publish a new Prospectus in the event of any significant new factor, material mistake or material
inaccuracy relating to the information included in this Prospectus in respect of Notes issued on the basis of
this Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted
between the time when this Prospectus has been approved and the final closing of any tranche of Notes
offered to the public or, as the case may be, when trading of any tranche of Notes on a regulated market
begins, and (ii) to have such document approved by the Commission.
No person has been authorized to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Program or any information supplied by
any Issuer or any other information in the public domain and, if given or made, such information must not
be relied upon as having been authorized by the Issuers, the Dealers or any of them.
Neither the Arranger (as defined herein) nor any Dealer nor any other person mentioned in this
Prospectus, excluding the Issuers and the Guarantor, is responsible for the information contained in this
Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by
reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of
these persons accepts any responsibility for the accuracy and completeness of the information contained
in any of these documents. This Prospectus is valid for 12 months after its approval and this Prospectus
and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of
issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes
may not be taken as an implication that the information contained in such documents is accurate and
complete subsequent to their respective dates of issue or that there has been no adverse change in the
financial situation of the Issuers since such date or that any other information supplied in connection with
the Program is accurate at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final
Terms come are required to inform themselves about and observe any such restrictions. For a description
of the restrictions applicable in the United States of America, the European Economic Area in general, the
United Kingdom and Japan see "Selling Restrictions". In particular, the Notes have not been and will not
be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and are




3
subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States of America or to U.S. persons.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject
to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The language of the Prospectus is English. The German versions of the English language sets of Terms
and Conditions and Guarantee are shown in the Prospectus for additional information. As to form and
content, and all rights and obligations of the Holders (as defined herein) and the Issuer under the Notes to
be issued, German is the controlling legally binding language if so specified in the relevant Final Terms. In
respect of the Guarantee, the German language version is always controlling and legally binding as to
form and content, and all rights and obligations of the Holders and the Guarantor thereunder.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing
Notes issued under the Program is entitled to use the Prospectus as set out in "Consent to the Use
of the Prospectus" below.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or
purchase any Notes.
In connection with the issue of any Tranche of Notes under the Program, the Dealer or Dealers (if
any) named as stabilizing manager(s) in the applicable Final Terms (or persons acting on behalf of
a stabilizing manager) may over-allot Notes or effect transactions with a view to supporting the
price of the Notes at a level higher than that which might otherwise prevail. However, stabilization
may not necessarily occur. Any stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and,
if begun, may cease at any time, but it must end no later than the earlier of 30 days after the Issue
Date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilization action or over-allotment must be conducted by the relevant
stabilizing manager(s) (or person(s) acting on behalf of any stabilizing manager(s)) in accordance
with all applicable laws and rules.
The information on any website included in the Prospectus, except for the website www.bourse.lu in the
context of the documents incorporated by reference, do not form part of the Prospectus and has not been
scrutinised or approved by the Commission.
Amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro Interbank
Offered Rate) which is provided by the European Money Markets Institute (EMMI) or (ii) LIBOR (London
Interbank Offered Rate) which is provided by the ICE Benchmark Administration Limited (IBA). As at the




4
date of this Prospectus, each of EMMI and IBA appears on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority (ESMA) pursuant to Article
36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) ("BMR").
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future
results and estimates of amounts not yet determinable or foreseeable. These forward-looking statements
are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "wil " and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earning capacity, plans and expectations regarding BASF Group's business and management, its growth
and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results, including BASF Group's financial
condition and results of operations, to differ materially from and be worse than results that have expressly
or implicitly been assumed or described in these forward-looking statements. BASF Group's business is
also subject to a number of risks and uncertainties that could cause a forward-looking statement, estimate
or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read
the following sections of this Prospectus: "Risk Factors", "BASF SE as Issuer and Guarantor" and "BASF
Finance Europe N.V. as Issuer". These sections include more detailed descriptions of factors that might
have an impact on BASF Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.




5
TABLE OF CONTENTS
Page

General Description of the Program ................................................................................................. 6
General ..................................................................................................................................... 6
Issue Procedures ...................................................................................................................... 7
Risk Factors ...................................................................................................................................... 9
Risk Factors regarding BASF SE and BASF Group ................................................................. 9
Risk Factors regarding BASF Finance Europe N.V. .............................................................. 15
Risk Factors regarding the Notes ........................................................................................... 15
Consent to the use of the Prospectus ............................................................................................ 21
BASF SE as Issuer and Guarantor ................................................................................................ 22
BASF Finance Europe N.V. as Issuer ............................................................................................ 57
Terms and Conditions of the Notes (English Language Version) .................................................. 60
OPTION I ­ Terms and Conditions that apply to Notes with fixed interest rates ................... 60
OPTION II ­ Terms and Conditions that apply to Notes with floating interest rates .............. 82
Terms and Conditions of the Notes (German Language Version) ............................................... 100
OPTION I ­ Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung .......... 101
OPTION II ­ Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung .... 126
Guarantee (German Language Version) ...................................................................................... 147
Guarantee (English Translation) .................................................................................................. 150
Form of Final Terms ..................................................................................................................... 153
Description of Rules Regarding Resolutions of Holders .............................................................. 169
Use of Proceeds ........................................................................................................................... 171
Taxation Warning ......................................................................................................................... 172
Selling Restrictions ....................................................................................................................... 173
General Information ...................................................................................................................... 176
Interest of Natural and Legal Persons involved in the Issue/Offer ....................................... 176
Authorization ......................................................................................................................... 176
Listing and Admission to Trading ......................................................................................... 176
Clearing Systems .................................................................................................................. 176
Documents Available ............................................................................................................ 177
Documents Incorporated by Reference ....................................................................................... 178
Documents incorporated by Reference ................................................................................ 178
Cross-reference list of Documents incorporated by Reference............................................ 178
Availability of Documents...................................................................................................... 181
Names and Addresses ................................................................................................................. 182





6
GENERAL DESCRIPTION OF THE PROGRAM
I. General
Under this EUR 20,000,000,000 Debt Issuance Program, BASF and BASF Finance may from time to time
issue notes (the "Notes") to one or more of the following Dealers: Banco Bilbao Vizcaya Argentaria, S.A.,
Banco Santander, S.A., Barclays Bank Ireland PLC, Barclays Bank PLC, Bayerische Landesbank, BNP
Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG, Citigroup Global Markets
Limited, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Credit Suisse
Securities (Europe) Limited, Deutsche Bank Aktiengesellschaft, DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main, Goldman Sachs International, HSBC Bank plc, ING Bank N.V.,
J.P. Morgan Securities plc, Landesbank Baden-Württemberg, Merrill Lynch International, Mizuho
International plc, Mizuho Securities Europe GmbH, Morgan Stanley & Co. International plc, MUFG
Securities EMEA plc, MUFG Securities (Europe) N.V., NatWest Markets N.V., NatWest Markets Plc, RBC
Europe Limited, SMBC Nikko Capital Markets Europe GmbH, SMBC Nikko Capital Markets Limited,
Société Générale, UBS AG London Branch, UniCredit Bank AG and any additional Dealer appointed
under the Program from time to time by the Issuer(s), which appointment may be for a specific issue or on
an ongoing basis (together, the "Dealers").
Deutsche Bank Aktiengesel schaft acts as arranger in respect of the Program (the "Arranger").
The maximum aggregate principal amount of the Notes outstanding at any one time under the Program
will not exceed EUR 20,000,000,000 (or its equivalent in any other currency). The Issuers may increase
the amount of the Program in accordance with the terms of the Dealer Agreement (as defined herein) from
time to time.
Notes issued by BASF Finance will have the benefit of a Guarantee (the "Guarantee") given by BASF.
The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the Guarantor
ranking pari passu with all other unsecured and unsubordinated obligations of the Guarantor.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by
way of public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The
method of distribution of each tranche ("Tranche") will be stated in the relevant final terms (the "Final
Terms"). The Notes may be offered to qualified and non-qualified investors, including with the restrictions
specified in the "PROHIBITION OF SALES TO EEA RETAIL INVESTORS" legend set out on the cover
page of the applicable Final Terms, if any.
Notes will be issued in Tranches, each Tranche in itself consisting of Notes, which are identical in al
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and
identical in all respects, but having different issue dates, interest commencement dates, issue prices and
dates for first interest payments may form a series ("Series") of Notes. Further Notes may be issued as
part of existing Series.
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the
relevant Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of
the Notes will be, if in euro, EUR 1,000, and, if in any currency other than euro, an amount in such other
currency at least to EUR 1,000 at the time of the issue of Notes. Subject to any applicable legal or
regulatory restrictions, and requirements of relevant central banks, Notes may be issued in euro or any
other currency.
Notes will be issued with a maturity of twelve months or more. The Notes will be freely transferable.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated
in the relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing
on the basis of a yield which will be determined on the basis of the orders of the investors which are
received by the Dealers during the offer period. Orders will specify a minimum yield and may only be
confirmed at or above such yield. The resulting yield will be used to determine an issue price, all to
correspond to the yield.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors included into this Prospectus are limited to risks which are (i) specific to the BASF and
BASF Finance as Issuers and Guarantor, as the case may be, as well as the Notes, and (ii) are material
for taking an informed investment decision. They are presented in a limited number of categories
depending on their nature. In each category the most material risk factor is mentioned first.




7
Under this Prospectus a summary will only be drawn up in relation to an issue of Notes. Such an issue-
specific summary will be annexed to the applicable Final Terms.
Application has been made to the Commission, which is the Luxembourg competent authority for the
purpose of the Prospectus Regulation for its approval of this Prospectus.
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Program to be
admitted to trading on the Regulated Market or on the professional segment of the Regulated Market of
the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange.
Notes may further be issued under the Program, which will not be listed on any stock exchange.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable
Final Terms. These systems will comprise those operated by Clearstream Banking AG, Frankfurt am Main,
Clearstream Banking, S.A., Luxembourg, Euroclear Bank SA/NV and CDS & Co., as nominee for CDS
Clearing and Depository Services Inc. Notes denominated in euro or, as the case may be, such other
currency recognized from time to time for the purposes of eligible col ateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem are intended to be held in a manner, which would
allow Eurosystem eligibility. Therefore, the Notes will be deposited initially upon issue with in the case of (i)
a new global note either Clearstream Banking S.A., Luxembourg or Euroclear Bank SA/NV as common
safekeeper or, (ii) a classical global note Clearstream Banking AG, Frankfurt am Main. It does not
necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy
and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life.
Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
Deutsche Bank Luxembourg S.A. will act as Luxembourg Listing Agent and Deutsche Bank
Aktiengesel schaft will act as fiscal agent and paying agent (the "Fiscal Agent").
II. Issue Procedures
General
The relevant Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each
particular Tranche of Notes (the "Conditions"). The Conditions will be constituted by the relevant set of
Terms and Conditions of the Notes set forth below (the "Terms and Conditions") as further specified by
the Final Terms (the "Final Terms") as described below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms
provide for the relevant Issuer to choose between the fol owing Options:
- Option I ­ Terms and Conditions for Notes with fixed interest rates (and Option I A, Option I B, Option I
C, Option I D, Option I E, Option I F as well as Option I G as defined in "Documents incorporated by
Reference");
- Option II ­ Terms and Conditions for Notes with floating interest rates (and Option II A, Option II B,
Option II C, Option II D, Option II E as well as Option II F as defined in "Documents incorporated by
Reference").
With respect to each type of Notes, the respective Option I A, Option I B, Option I C, Option I D, Option I
E, Option I F, Option I G, Option II A, Option II B, Option II C, Option II D, Option II E and Option II F are
incorporated by reference into this Prospectus for the purpose of a potential increase of Notes outstanding
and originally issued prior to the date of this Prospectus.
Documentation of the Conditions
The relevant Issuer may document the Conditions of an individual issue of Notes in either of the following
ways:
- The Final Terms shall be completed as set out therein. The Final Terms shall determine which of the
Option I or Option II, including certain further options contained therein, respectively, shall be
applicable to the individual issue of Notes by replicating the relevant provisions and completing the
relevant placeholders of the relevant set of Terms and Conditions as set out in the Prospectus in the
Final Terms. The replicated and completed provisions of the set of Terms and Conditions alone shal
constitute the Conditions, which will be attached to each global note representing the Notes of the
relevant Tranche. This type of documentation of the Conditions will be required where the Notes are




8
publicly offered, in whole or in part, or are to be initially distributed, in whole or in part, to non-qualified
investors.
- Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective
further options contained in each of Option I and Option II are applicable to the individual issue by
referring to the relevant provisions of the relevant set of Terms and Conditions as set out in the
Prospectus only. The Final Terms will specify that the provisions of the Final Terms and the relevant
set of Terms and Conditions as set out in the Prospectus, taken together, shall constitute the
Conditions. Each global note representing a particular Tranche of Notes will have the Final Terms and
the relevant set of Terms and Conditions as set out in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of the Option I or Option II shall be applicable to the individual
issue of Notes. Each of the sets of Terms and Conditions of Option I or Option II contains also certain
further options (characterized by indicating the respective optional provision through instructions and
explanatory notes set out either on the left of or in square brackets within the text of the relevant set of
Terms and Conditions as set out in the Prospectus) as well as placeholders (characterized by square
brackets which include the relevant items) which will be determined by the Final Terms as fol ows:
Determination of Options
The relevant Issuer will determine which options will be applicable to the individual issue either by
replicating the relevant provisions in the Final Terms or by reference of the Final Terms to the respective
sections of the relevant set of Terms and Conditions as set out in the Prospectus. If the Final Terms do not
refer to an alternative or optional provision or such alternative or optional provision is not replicated therein
it shall be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms and
Conditions will be completed. In the case the provisions of the Final Terms and the relevant set of Terms
and Conditions, taken together, shall constitute the Conditions the relevant set of Terms and Conditions
shall be deemed to be completed by the information contained in the Final Terms as if such information
were inserted in the placeholders of such provisions.
All instructions and explanatory notes and text set out in square brackets in the relevant set of Terms and
Conditions and any footnotes and explanatory text in the Final Terms will be deemed to be deleted from
the Conditions.
Controlling Language
As to the controlling language of the respective Conditions, the following applies:
- In the case of Notes (i) publicly offered, in whole or in part, in Germany, or (ii) initially distributed, in
whole or in part, to non-qualified investors in Germany, German will be the controlling language. If, in
the event of such public offer or distribution to non-qualified investors, however, English is chosen as
the controlling language, a German language translation of the Conditions will be available from the
principal offices of the Fiscal Agent and BASF, as specified on the back cover of this Prospectus.
- In other cases the relevant Issuer will elect either German or English to be the control ing language.





9
RISK FACTORS
The following is a description of material risks that are specific to BASF and BASF Finance and/or
may affect their respective ability to fulfil their respective obligations under the Notes and the
Guarantee and that are material to the Notes issued under the Program in order to assess the
market risk associated with these Notes. Prospective investors should consider these risk factors
before deciding whether to purchase Notes issued under the Program.
Prospective investors should consider all information provided in this Prospectus and consult
with their own professional advisers (including their financial, accounting, legal and tax advisers)
if they consider it necessary. In addition, investors should be aware that the risks described might
combine and thus intensify one another.
RISK FACTORS REGARDING BASF SE AND BASF GROUP
The following descriptions of the risk factors and their occurrence within a risk category with the most
material risk factor presented first in each category should be understood as description of residual risks,
i.e. of the remaining risks following all counter measures taken in order to avoid such risks or limit their
adverse effects.
The risk factors regarding the Issuer and the Guarantor are presented in the following categories
depending on their nature:
1. Risks related to the issuer's and guarantor's business activities and industry
2. Risks related to the issuer's and guarantor's financial situation
3. Legal and regulatory risks
4. Internal control risks
5. Environmental, social and governance risks
1. Risks related to the issuer's and guarantor's business activities and industry
Market growth risks
BASF Group is dependent on the economic environment and cyclical trends in the world economy and
may be adversely affected by any downturn in regional or worldwide economies, market crises as well as
prolonged periods of instability. There is a considerable correlation between economic development and
trade flows and, consequently, economic downturns and phases of prolonged instability often coincide with
a decline in trade volumes. The financial position of BASF Group's segments are affected by such
cyclicality and migration of various industries in which they operate, including the automotive, electrical,
electronics and construction industries.
BASF Group sees a significant macroeconomic risk in an increased slowdown of the Chinese economy.
With a share of more than 40%, China is already the largest chemical market and drives the growth of
global chemical production. A slowdown of the Chinese economy would not only have a considerable
impact on its chemical market but also on the overall demand for intermediate goods for industrial
production as well as investment goods. This would further have an effect on emerging markets that
export raw materials as well as on advanced economies that specialize in technological goods. BASF
Group might be impacted not only by decreased demand in Chinese markets and in markets dependent
on or linked to the Chinese economy but also by the general deceleration of the worldwide
macroeconomic development.
The development of demand in BASF Group's sales markets represents one of the most important
sources of risks. In particular, the sales volumes of BASF Group's crop protection products are subject to
the agricultural sector's dependency on weather conditions. Adverse weather conditions in a particular
growing region could materially negatively affect the results of operations of BASF Group's crop protection
business. Demand for crop protection products is further influenced by the agricultural policies of
governments and multinational organizations. Risks to the global economy and thus adverse impacts on
BASF Group's performance may also arise due to an escalation of geopolitical or trade conflicts, an
increase of tariff and non-tariff trade barriers as well as an increased tendency toward protectionism.
Furthermore, BASF Group's business is exposed to economic risks due to the international nature of its
business. Some of the countries in which BASF Group manufactures or offers services or into which it
exports are subject to reduced economic, political, social or legal stability. Potential risks BASF Group
might encounter in different countries include in particular the nationalization of assets, legal risks, the




10
prohibition of capital transfers, war, terrorist attacks and other unrest. There could also be an indirect
negative impact on BASF Group's business outside of a region directly affected by the relevant crisis
especially if BASF Group customers in other countries were to change their investment and business
plans as a result of the relevant crisis.
In case any of the mentioned risks materialize and observed market growth rates decline below BASF
Group's respective assumptions, negative, material implications on BASF Group's sales volumes and
financial position, margins, operational performance and overall operational results may arise. Depending
on the significance and duration of deterioration, implications on the Group's overall competitive
positioning or overall financial position might arise as well.
Margin risks
Margin risks for BASF Group result from a further decline in margins in the Chemicals segment or the
isocyanates business. New capacities or raw materials shortages could also increase margin pressure on
a number of products and value chains. For example, some of BASF Group's divisions are exposed to
strong fluctuations in raw material prices. These result primarily from raw materials (for example naphtha,
propylene, benzene, lauric oils, cyclohexane, methanol, natural gas, butadiene, Liquefied Petroleum Gas
condensate and ammonia) as well as from precious metals. Such new capacities or raw materials
shortages would have a negative effect on BASF Group's EBIT. Crude oil and naphtha as the main raw
materials form the basis for many of BASF Group's value chains. The year's average oil price for Brent
crude was around USD 71 per barrel in 2018, compared with USD 54 per barrel in the previous year. For
2019, BASF Group anticipates an average oil price of USD 70 per barrel. BASF Group therefore expects
price levels for its main raw materials and petrochemical basic products that are important to its business
to remain constant or decrease slightly.
Competition risks
Increasing competition, in particular from emerging markets, may pose a risk to BASF Group's earnings
and market shares. Overcapacities, for example due to new market entrances by competitors or other
market participants, might intensify the competitive environment increasing risks on BASF Group's
respective pricing and volume strategies, as for example observed in the cracker product markets. In
addition, BASF Group may face competition from raw material suppliers expanding their value chains.
Furthermore, BASF Group's operating results depend on the development of commercially viable new
products and production technologies. Due to the high degree of complexity and uncertainty involved in
chemical and biological research, there is a risk that projects might be discontinued for technical or
economic reasons, budgets or schedules may be exceeded or developed products will not receive
regulatory approval for sale or will not achieve the expected commercial success.
Additional competition risks might arise from digitalization. Digital business models could potentially disrupt
conventional business models in the chemical industry. The rapid development in the digitalization of
chemical plants and the resulting increased efficiency impose risks with regard to operational competition.
Production and Investment risks
In the BASF Verbund, production facilities and technologies are intelligently networked, with high-output
chemical processes that use energy and resources efficiently. The by-products of one plant serve as
feedstock elsewhere, creating efficient value chains ­ from basic chemicals to high value-added solutions
such as coatings or crop protection products. Plant breakdowns as for example due to technical defects of
BASF's TDI plant may harm the Verbund production. Guaranteeing the quality and availability of BASF
Group's products can require unforeseen technical measures. Moreover, there is the risk that unscheduled
plant shutdowns will be required for safety reasons or due to technical problems. For example, as a
precaution BASF Group shuts down plants at the sites on the U.S. Gulf Coast in the event of hurricane
warnings.
Risks from investments can result from, for example, technical malfunctions or schedule and budget
breaches. BASF Group's decisions on the type, scope and locations of its investment projects are based
on assumptions related to the long-term development of markets, margins and costs, as well as raw
material availability and country, currency and technology risks. Risks arise from potential deviations in
actual developments from BASF Group's assumptions.
Furthermore, BASF Group is subject to operating risks associated with chemical manufacturing, including
the risks of production, distribution, handling and storage of BASF Group's products. These operating risks
have the potential to cause personal injury, property damage and environmental contamination, and may
result in business interruptions, the shutdown of affected facilities and liability for compensation payments.
Any of these events may adversely affect BASF Group's operating results.