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

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32 to contracts with long payment terms. These extended payment periods make BASF Group's cropprotection business susceptible to losses on receivables during local or regional economic crises and may adversely affect BASF Group's operating results. Risks from handling hazardous materials could adversely affect BASF Group's operating results. 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 do 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. Exploration risk may adversely affect the business of BASF Group's Oil & Gas segment. The future growth of the exploration and production unit of BASF Group's Oil & Gas segment is dependent on successful findings. The search for new oil and natural gas reserves involves certain geological risks that relate to the availability of hydrocarbon products and the quality thereof. Weather may affect the performance of the gas trading business. Warmer weather during the winter season can result in fluctuations in gas consumption, which can have negative effects on the performance of BASF Group's gas trading business. Failure to develop new products and production technologies may harm BASF Group's competitive position and operating results. BASF Group's operating results depend on the development of commercially viable new products and production technologies. BASF Group devotes substantial resources to research and development. 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 may be exceeded or developed products will not receive regulatory approval for sale or will not achieve the expected commercial success. BASF Group is subject to risks arising from acquisitions and investment decisions. The implementation of decisions related to acquisitions and investments is associated with complex risks due to the high level of capital involved and the long-term capital commitment. Examples of risks are: increased staff turnover and loss of knowledge and expertise, unexpected high integration costs, delayed realization of synergies or the assumption of obligations that were not exactly quantifiable in advance. These risks could result in material impairments of the respective assets and the expected earnings. BASF Group is dependent upon hiring and retaining highly qualified management and technical personnel. BASF Group's future success depends in part on its continued ability to hire, integrate and retain highly skilled employees. Global competition for highly qualified employees and managers has grown in recent years; in the medium to long term, this will be further intensified by demographic change. This increases the risk that job vacancies cannot be filled with suitable applicants, or only with a significant delay. Business could be negatively affected in the medium and long term by the loss of expertise in North America and Europe due to disproportionately high retirement numbers, as well as by the challenge arising from additional recruitment demand in Asia as a result of BASF's targeted growth in this area. Missing targets on sustainability might entail reputational losses, potentially resulting in operational or strategic risks. BASF Group is committed to integrating environmental protection and socially responsible conduct into its business activities. Infringements of BASF Group's voluntary commitment to sustainability or to laws represent a reputational risk and could lead to operational or strategic risks.
33 RISK FACTORS REGARDING BASF FINANCE EUROPE N.V. BASF Finance continued operations depend on the ability of BASF and other members of BASF Group to meet their payment obligations under loans provided to them by BASF Finance. All debt securities of BASF Finance (such as the Notes) are wholly and unconditionally guaranteed by BASF in respect of principal and interest payments. This Guarantee is enforceable under the laws of Germany. For the risk factors regarding BASF, as Guarantor and debtor to BASF Finance, please see the separate section above. RISK FACTORS REGARDING THE NOTES Notes may not be a suitable investment for all investors Each potential investor in Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation and the investment(s) it is considering, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency; (iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Liquidity risk Application has been made to the Luxembourg Stock Exchange for Notes issued under this Prospectus to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. In addition, the Program provides that Notes may not be listed at all. Regardless of whether the Notes are listed or not, there is a risk that no liquid secondary market for the Notes will develop or, if it does develop, that it will not continue. The fact that the Notes may be listed does not necessarily lead to greater liquidity as compared to unlisted Notes. If Notes are not listed on any exchange, pricing information for such Notes may, however, be more difficult to obtain which may affect the liquidity of the Notes adversely. In an illiquid market, an investor is subject to the risk that he will 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 development of market prices of the Notes depends on various factors, such as changes of market interest rate levels, the policies of central banks, overall economic developments, inflation rates or the lack of or excess demand for the relevant type of Note. The Holders of Notes are therefore exposed to the risk of an unfavourable development of market prices of their Notes, which materializes if the Holders sell the Notes prior to the final maturity of such Notes. If a Holder of Notes decides to hold the Notes until final maturity, the Notes will be redeemed at the amount set out in the relevant Final Terms. Currency risk A Holder of Notes denominated in a foreign currency (i.e. a currency other than euro) is particularly exposed to the risk of changes in currency exchange rates, which may affect the yield of such Notes.
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 and 14: 13 obligations of the Issuer, unles
Page 15 and 16: 15 debtor to BASF Finance, please s
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: 31 BASF is exposed to the risk of a
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
Page 65 and 66: 65 Europe from strong demand for co
Page 67 and 68: 67 associated with this, income fro
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Page 71 and 72: 71 RESPONSIBILITY ALONG THE VALUE C
Page 73 and 74: 73 personal suffering, equivalent t
Page 75 and 76: 75 BASF FINANCE EUROPE N.V. AS ISSU
Page 77 and 78: 77 BUSINESS OVERVIEW - PRINCIPAL AC
Page 79 and 80: 79 represented by a Permanent Globa
Page 81 and 82: 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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93 In the case of Notes issued by B
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95 In the case of Notes issued by B
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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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BASF SE BASF Finance Europe N.V. - BASF.com

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