BASF SE BASF Finance Europe N.V. - BASF.com

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14 specific to the Issuer or its industry BASF Group is exposed to margin volatility due to fluctuating raw material prices and/or product oversupply/shortage. Changes in regulation and political risks could impact BASF Group's business and operating results. BASF Group is exposed to the risk of delivery bottlenecks. BASF Group is subject to the risks associated with the use of information technology. Litigation and claims could harm BASF Group's operating results and cash flows. BASF Group is exposed to foreign exchange risks, interest rate risks and the risk of defaults on receivables and credit risks. BASF Group is subject to risks resulting from metal and raw materials trading. BASF Group is exposed to liquidity risks. BASF Group is exposed to the risk of impairment of individual assets and to the risk of asset losses. BASF Group is exposed to risks arising from its pension obligations and to changes in personnel costs from its long-term incentive program for executives. Increasing competition may adversely affect BASF's operating results. Significant variations in the cost and availability of raw materials, energy, precursors and intermediates may adversely affect BASF Group's operating results. BASF Group is exposed to technical risks. Cyclicality may adversely affect BASF Group's operating margins. The results of BASF Group's cropprotection business are dependent on weather conditions and can be affected by local and regional economic circumstances. Risks from handling hazardous materials could adversely affect BASF Group's operating results. Exploration risk may adversely affect the business of BASF Group's Oil & Gas segment. Weather may affect the performance of the gas trading business. Failure to develop new products and production technologies may harm BASF Group's competitive position and operating results. BASF Group is subject to risks arising from acquisitions and investment decisions. BASF Group is dependent upon hiring and retaining highly qualified management and technical personnel. Missing targets on sustainability might entail reputational losses, potentially resulting in operational or strategic risks. Risks specific to BASF Finance Europe N.V. D.2 Key information on the key risks that are specific to the Issuer or its industry BASF Finance acts solely to facilitate the financing of BASF Group. Its main assets are loans to other companies of BASF Group. BASF Finance's continued operations depend on the ability of BASF and other members of BASF Group to meet their payment obligations under these loans. All debt securities of BASF Finance (such as the Notes) are wholly and unconditionally guaranteed by BASF SE in respect of principal and interest payments. This Guarantee is enforceable under the laws of Germany. For the risk factors regarding BASF SE, as Guarantor and
15 debtor to BASF Finance, please see the separate section above. Risks specific to the Securities D.3 Key information on the key risks that are specific to the securities Notes may not be a suitable Investment Each potential investor in Notes must determine the suitability of that investment in light of its own circumstances. Liquidity risks There can be no assurance that a liquid secondary market for the Notes will develop or, if it does develop, that it will continue. In an illiquid market, an investor might not be able to sell his Notes at any time at fair market prices. The possibility to sell the Notes might additionally be restricted by country specific reasons. Market price risk The Holder of Notes is exposed to the risk of an unfavourable development of market prices of its Notes, which materializes if the Holder sells the Notes prior to the final maturity of such Notes. Currency risk A Holder of Notes denominated in a foreign currency is exposed to the risk, that changes in currency exchange rates may affect the yield of such Notes. Risk of early redemption A Holder of Notes is exposed to the risk that due to early redemption his investment will have a lower than expected yield. Also, the Holder may only be able to reinvest on less favourable conditions as compared to the original investment. [Fixed Rate Notes A Holder of Fixed Rate Notes is exposed to the risk that the price of such Notes falls as a result of changes in the market interest rate.] [Floating Rate Notes A Holder of Floating Rate Notes is exposed to the risk of fluctuating interest rate levels and uncertain interest income. Fluctuating interest rate levels make it impossible to determine the profitability of Floating Rate Notes in advance.] Resolutions of Holders Since the Terms and Conditions of the Notes provide for resolutions of Holders, either to be passed in a meeting of Holders or by vote taken without a meeting, a Holder is subject to the risk of being outvoted by a majority resolution of the Holders. As resolutions properly adopted are binding on all Holders, certain rights of such Holder against the Issuer under the Terms and Conditions may be amended or reduced or even cancelled. [Holders' Representative Since the Terms and Conditions of the Notes provide for the appointment of a Holders' Representative, it is possible that a Holder may be deprived of its individual right to pursue and enforce its rights under the Terms and Conditions against the Issuer, such right passing to the Holders' Representative who is then responsible to claim and enforce the rights of all Holders.] Element Section E – Offer of the Securities E.2b Reasons for the offer and use of proceeds [●]
Page 1 and 2: Debt Issuance Program Prospectus Se
Page 3 and 4: 3 subject to tax law requirements o
Page 5 and 6: 5 Listing and Admission to Trading
Page 7 and 8: 7 Element Section B - [Issuer] [Gua
Page 9 and 10: 9 B.17 Credit ratings of the Issuer
Page 11 and 12: 11 B.19 Summary information about t
Page 13: 13 obligations of the Issuer, unles
Page 17 and 18: 17 GERMAN TRANSLATION OF THE SUMMAR
Page 19 and 20: 19 Cashflow aus betrieblicher Täti
Page 21 and 22: 21 B.2 Sitz / Rechtsform / geltende
Page 23 and 24: 23 C.5 Beschränkungen der freien
Page 25 and 26: 25 Fälligkeitstag einschließlich
Page 27 and 28: 27 D3 Zentrale Angaben zu den zentr
Page 29 and 30: 29 RISK FACTORS The following is a
Page 31 and 32: 31 BASF is exposed to the risk of a
Page 33 and 34: 33 RISK FACTORS REGARDING BASF FINA
Page 35 and 36: 35 Holders' Representative If the N
Page 37 and 38: 37 GENERAL DESCRIPTION OF THE PROGR
Page 39 and 40: 39 Determination of Options / Compl
Page 41 and 42: 41 January 1, 2013 - June 30, 2013
Page 43 and 44: 43 received a 15-percent share in t
Page 45 and 46: 45 Share capital As of the date of
Page 47 and 48: 47 Income and expense items (millio
Page 49 and 50: 49 Name Main area of responsibility
Page 51 and 52: 51 Name Principal occupation Ralf S
Page 53 and 54: 53 January 1, 2013, the accounting
Page 55 and 56: 55 BASF Group's segments ORGANIZATI
Page 57 and 58: 57 business. Fixed costs exceeded t
Page 59 and 60: 59 gained an additional system hous
Page 61 and 62: 61 Despite significantly lower spec
Page 63 and 64: 63 of acquisitions, investments and
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65 Europe from strong demand for co
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67 associated with this, income fro
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69 toward the further regulation of
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71 RESPONSIBILITY ALONG THE VALUE C
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73 personal suffering, equivalent t
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75 BASF FINANCE EUROPE N.V. AS ISSU
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77 BUSINESS OVERVIEW - PRINCIPAL AC
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79 represented by a Permanent Globa
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81 In the case of Notes issued by B
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83 coupons) In the case of 30/360,
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85 fixed for redemption. However, n
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87 [If Notes are subject to Early R
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89 (3) Agent of the Issuer. The Fis
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91 other form of combination with a
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97 conclusive evidence of the aggre
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99 In the case the offered quotatio
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101 In the case of Actual/365 (Fixe
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103 Change of Control the following
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105 withholding by the Issuer from
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107 (3) Notice. Any notice, includi
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109 Substitute Debtor.] In the case
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111 Federal Republic of Germany.] [
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113 OPTION I - Anleihebedingungen f
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115 ("Kanadische Unterverwahrer").
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117 Folgendes anwendbar Im Fall von
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119 Bei nicht auf EUR lautenden Sch
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121 internationalen Ansehens; Gilt
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123 die Schuldverschreibungen vorze
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125 übernehmen keinerlei Verpflich
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127 (e) ein Gericht ein Insolvenzve
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129 Im Fall von Schuldverschreibung
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131 werden. Im Fall von Schuldversc
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133 OPTION II - Anleihebedingungen
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137 Zinssatz für die betreffende Z
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139 Im Fall von Actual/365 (Fixed)
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141 eines Kontrollwechsels zu künd
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143 (3) Erfüllungsgehilfe(n) der E
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145 berechtigten Gläubiger(n) in A
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149 werden. Sofern diese Käufe dur
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151 GARANTIE der BASF SE, Ludwigsha
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153 Wir akzeptieren die Bestimmunge
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155 Indebtedness or any guarantees
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157 Part I.: TERMS AND CONDITIONS T
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159 INTEREST (§ 3) ZINSEN (§ 3)
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161 Final Redemption Rückzahlung b
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163 English and German (English co
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165 Resolutions, authorizations and
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167 Management/Underwriting Commiss
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[BASF Finance Europe N.V. (as Issue
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171 Each Holder may be represented
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173 TAXATION The following is a gen
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175 appointed, in Germany. Exceptio
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177 acquiring, holding or disposing
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179 Irish Withholding Tax Under Iri
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181 In conformity with the prerequi
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183 § 1.163-5(c)(2)(i)(D) (the "D
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185 resident of Japan except only p
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187 Documents on Display So long as
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189 Financial Report 2012 of BASF S
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191 AUDITORS TO THE ISSUERS For BAS
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